Build the

FUTURE through

SUSTAINABLE

POWER.

REPORT AND FINANCIAL STATEMENTS

OF ENEL SPA AT DECEMBER 31, 2024

Beyond Reports: Enel’s Graphic Journey to a Sustainable Tomorrow

The graphic design of Enel’s 2024 corporate reporting project powerfully reflects our

commitment to building a better future.

The design featured in this publication underscores our strong commitment to translating our

Purpose “Build the future through sustainable power” into concrete actions.

Specifically, we are dedicated to actively shaping a better tomorrow by reducing environmental

impact through clean, innovative, and responsible energy solutions for future generations.

Our visual narrative is crafted to express Enel’s commitment to our long term aim and how we

embody our core values: trust, innovation, flexibility, respect, and proactivity. We build trust

within our teams and with our stakeholders through clear communication and a focus on

our customers. By fostering curiosity and a practical approach, we drive innovation to meet

changing needs and create sustainable solutions. Our ability to adapt enables us to seize new

opportunities in a rapidly changing world, while our respect for individuality and inclusivity

fosters teamwork. Together, we work diligently to achieve results with integrity and responsibility,

shaping a sustainable future.

As a result, every element of our corporate reporting resonates with Enel’s commitment and

core values, creating a narrative designed to inspire others to join us on our journey toward a

sustainable future.

REPORT AND FINANCIAL

STATEMENTS OF ENEL SPA

AT DECEMBER 31,

2024

Paolo Scaroni

Chairman

Flavio Cattaneo

Chief Executive Officer

and General Manager

LETTER TO

SHAREHOLDERS

AND OTHER

STAKEHOLDERS

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA Letter to shareholders and other stakeholders

Dear shareholders and stakeholders,

In 2024, Enel continued its path along the strategic

guidelines outlined last year: (i) profitability, flexibility

and resilience, (ii) effectiveness and efficiency, (iii) fi-

nancial and environmental sustainability, achieving a

more solid and balanced financial structure, essential

for long-term growth and value creation.

With a workforce of over 60,000 employees, Enel

confirmed its position as the world’s largest renewa-

ble energy operator

, with around 66 GW of managed

capacity, as well as the world’s largest electricity distri-

bution company,

serving about 68.5 million end users.

It also has the largest customer base,

with over 55

million electricity and gas customers.

1. Group of reference: listed companies not predominantly state-owned.

In line with our strategy, we have defined our purpose

to “Build the future through sustainable power” and

the vision to “Drive electrification, fulfilling people’s

needs and shaping a better world”. We contribute to

decarbonization and lead the electrification process

of final consumption through innovative technologies

and reliable services, while remaining focused on our

core business: the generation, distribution and sale of

energy in a way that is sustainable from a financial, en-

vironmental and social point of view.

Enel has an integrated approach to enable a fair and

inclusive energy transition which puts local commu-

nities, institutions, suppliers, customers, workers and

shareholders at the core of its strategy to create

shared value in the long term, while being strongly

68.5 million

End users

Letter to shareholders and other stakeholders REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

66 GW

Managed capacity

committed to safety and human rights. Furthermore,

we invest in training and refresher programs and pur-

sue the goal of creating sustainable production pro-

cesses, reducing the need for critical raw materials

through innovative solutions and processes, drawing

on the skills of around 7,500 qualified suppliers.

Finally, our commitment to sustainability is strength-

ened by a solid governance model, ensuring trans-

parency, integrity and responsibility in managing cor-

porate activities. The focus on sustainability is also

confirmed by our consistent inclusion in the world’s

main sustainability rankings and indexes.

The macroeconomic environment

The global economy proved resilient in 2024, despite a

volatile environment fueled by persistent geopolitical

uncertainties and the slow normalization of monetary

policies.

The main economies recorded different growth rates:

economic performance remained solid and above ex-

pectations in the United States, mainly supported by

the resilience of consumption and investment growth;

economic activity in the euro area showed a slight im-

provement, although lower than expected due to the

weakness of domestic demand. Finally, post-COV-

ID-19 growth in Latin America took place in a hetero-

geneous macroeconomic environment, also impacted

by political discontinuities in some states. For the most

important economies, including Brazil, public debt, in-

terest rate developments and exchange rate policies

represent key elements for the evolution of macroe-

conomic variables.

During 2024, the European gas market showed high

volatility while uncertainties in supplies together with

the recovery of Asian demand led to a marked increase

in prices in the last quarter, with stocks at non-alarm-

ing levels. At the same time, coal market prices de-

clined, due to lower availability and the growth of

renewable generation, while the price of Brent oil de-

creased slightly due to the increase in US production

and the stability of global supply. The price of CO

also

decreased within the Emission Trading System (ETS),

reflecting both lower industrial activity in Europe and

greater use of renewable energy sources.

Lower gas prices in Italy and Spain in the first part of

2024 and higher renewable generation have normal-

ized market developments contributing to a year-on-

year reduction in the price of electricity of 15% and

28%, respectively.

Copper and aluminum prices rose by about 8% year-

on-year, due to both an increase in demand linked to

the energy transition and the global industrial recovery

and supply issues, including social tensions in Chile and

Peru and environmental restrictions in China. On the

other hand, metals most closely linked to renewable

technologies, such as lithium and polysilicon, reached

historic lows in the final months of the year, both re-

flecting increased supply and lower-than-expected

demand, highlighting the market readjusting process.

Performance

Enel’s 2024 financial year ends with solid results and

the achievement of the annual targets communicat-

ed to the market, with ordinary EBITDA at €22.8 bil-

lion and ordinary net profit at €7.1 billion, up 3.8% and

approximately 10% respectively compared to 2023.

The dividend to be proposed to shareholders for 2024

amounts to €0.47 per share, approximately 9% higher

than 2023, in line with the provisions of the 2025-2027

Strategic Plan. Net debt is equal to €55.8 billion, down

7% compared with the previous year, with an improve-

ment in the net debt/EBITDA ratio from 2.7x to 2.4x,

which places Enel at the top of global utilities in terms

of solidity of capital structure and allows us to evaluate

incremental growth opportunities.

Letter to shareholders and other stakeholders

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Main events

Enel continues its growth path in energy generation

from renewable sources. In 2024, it built around 4.0

GW of new renewable capacity (of which around 1.3

GW of battery storage), reaching a total installed ca-

pacity of around 66 GW, generating 148 TWh/year.

The focus stays on distribution grids through signif-

icant investments in resilience, quality and digitaliza-

tion, as required by both the energy transition process

and the increasingly frequent weather events linked to

climate change.

Furthermore, to manage emergencies related to ex-

treme weather events, such as those that occurred

during the year in Brazil, Chile and Italy, we have ac-

tivated emergency protocols that ensure an effective

and immediate response, leveraging our international

dimension to promptly mobilize expert resources from

all countries where we are present.

As regards the role of grids in the energy transition,

the distributed renewable capacity connected to our

networks totals 78 GW, coming from about 2.4 million

producers and prosumers,

of which 411,520 added in

2024.

In particular, thanks to an investment planning strate-

gy and favorable regulatory schemes, over €3.5 billion

were invested in Italy in 2024, of which approximately

€900 million from the National Recovery and Resil-

ience Plan funds (NRRP), allowing, among other things,

to achieve distributed renewable capacity of 1.43 GW,

higher than the NRRP target of 924 MW.

Finally, the awareness of the importance of invest-

ments in the resilience, modernization and digitaliza-

tion of distribution grids has led Italy to extend exist-

ing electricity distribution services concessions, for a

maximum period of 20 years, against the provision of

extraordinary multi-year investment plans.

2024 was a year of changement for the Enel X Global

Retail commercial division: its organizational structure

2. A “prosumer” (a blend word of “producer” and “consumer”) is an individual or a company that not only consumes goods or services, but also

produces them, e.g. by installing photovoltaic panels to generate electricity.

3. Article 1, paragraphs 50-55, of Law 207 of December 30, 2024 (Budget Law 2025).

4. Reduction in new commercial complaints per 10,000 customers.

5. Includes Global Information & Communication Technologies, Global Procurement, Global Real Estate and General Services and Workforce

Evolution.

was renewed and strengthened to address increasing

market competitiveness and better meet customer

needs. The offer of e-mobility business models was

simplified, rationalizing the geographical presence

and confirming Enel as one of the main players in the

sector.

During the year, the division worked to increase and

retain its customer base by defining a portfolio of

innovative solutions (e.g. virtual solar, flexibility) and

bundle offers (commodities, products and services),

including electric vehicle charging in residential, cor-

porate and public areas. The Enel X Global Retail divi-

sion continued to improve the customer experience,

reducing commercial complaints by 8%

compared

with the previous year and strengthening its commer-

cial channels.

To support our commercial strategy, we have im-

proved external communication with ads aimed at

strengthening our brand image as a long-standing,

closer-to-customers, reliable and quality company.

Finally, a new governance was introduced at Group

level allowing the commercial strategy to be defined

and shared with the Global Energy and Commodity

Management and Chief Pricing Officer and Enel Green

Power and Thermal Generation divisions, ensuring the

optimization and monitoring of the Group’s integrated

margin along the entire value chain.

Enel Global Services

continued the Company’s digital

transformation journey, focusing on advanced solu-

tions and technologies, such as Artificial Intelligence,

with a training program aimed at providing all em-

ployees with the tools to navigate the AI opportunities

and risks. At the same time, the Procurement unit has

placed financial and environmental sustainability at the

core of the procurement strategy. Through efficiency

and simplification, it has guaranteed the timely availa-

bility of goods, works and services, ensuring flexibility

and competitive prices.

In line with the Paris Agreement, we continue our de-

carbonization journey, aiming to reach zero emissions

Letter to shareholders and other stakeholders

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

in all Scopes by 2040. In 2024, absolute direct and

indirect greenhouse gas emissions along the entire

value chain amounted to approximately 70 MtCO

2eq

down by 26% compared with 2023, in line with the

objectives certified by the Science Based Targets in-

itiative (SBTi).

In 2024, we issued bonds for a total of €4.5 billion, in

line with the financial strategy to optimize the cost of

capital needed for the industrial investments of the

2024-2026 Strategic Plan. Of this amount, the equiv-

alent of €3.6 billion were Sustainability-Linked Bonds

placed on the European and US markets, based on

Key Performance Indicators (KPIs) that confirm Enel’s

commitment to the energy transition, in line with the

environmental and financial sustainability pillar of

our strategy; more specifically, the interest rates on

each issue were related to the achievement of both

the Sustainability Performance Targets (SPT) linked to

the “Capex aligned with the EU taxonomy (%)” and the

“Scope 1 GHG emissions Intensity related to Power

Generation (gCO

2eq

/kWh)” .

As regards financing with development banks and ex-

port credit agencies, in 2024 Enel signed loans for a

total of about €1 billion, further diversifying its sources

of financing at lower-than-market prices.

Consistent with the objectives of reducing debt and

strengthening the capital and financial structure, the

divestment plan was completed in 2024 with a view to

portfolio rotation focused on maximizing the assets

value and seizing growth opportunities.

More specifically, disposal transactions include the

completion of the sale in Peru of the distribution and

generation company Enel Distribución Perú SAA, the

advanced energy services company Enel X Perú SAC

and the electricity generation company Enel Gener-

ación Perú SAA, as well as the sale by Enel Italia to Sos-

teneo of a 49% stake in Enel Lybra Flexsys, a company

established by Enel for the implementation and oper-

ation of a portfolio of projects mainly including Battery

Energy Storage Systems (BESS). In Italy, the subsidiary

e-distribuzione finalized the sale of 90% of the share

capital of Duereti Srl, a corporate vehicle benefiting

from the transfer of electricity distribution activities in

a number of municipalities in the provinces of Milan

and Brescia, to A2A SpA.

6. Of the Group core countries (Italy, Spain, Brazil, Chile, Colombia, the United States).

As regards acquisitions, through Endesa Generación,

we signed in Spain the agreement to buy 100% of Cor-

poración Acciona Hidráulica SL, a company of the Ac-

ciona Group owning 34 Spanish hydroelectric plants

with installed capacity of over 600 MW, in order to con-

solidate our leading role in renewables at a global level.

Finally, in line with the strategy on stewardship pre-

sented to the market, Endesa subsidiary Enel Green

Power España finalized the sale to Masdar of a stake

of 49.99% in Enel Green Power España Solar 1 (EGPE

Solar), owner of photovoltaic plants in Spain with to-

tal installed capacity of about 2 GW. Enel will maintain

control of EGPE Solar consolidating the joint venture,

and will purchase 100% of the energy generated by

the photovoltaic plants through long-term Power Pur-

chase Agreements.

Strategy and forecasts for 2025-2027

The Strategic Plan for 2025-2027 confirmed the stra-

tegic pillars of the previous Plan:

• profitability, flexibility and resilience, pursuing value

creation through selective capital allocation to opti-

mize the Enel Group’s risk/return profile, while keep-

ing a flexible approach;

• effectiveness and efficiency, pursuing the contin-

uous optimization of processes, activities and the

product and services portfolio, strengthening cash

generation and developing innovative solutions to

increase the value of existing assets;

• financial and environmental sustainability to main-

tain a solid structure, ensure the flexibility needed

for growth and address the challenges of climate

change.

Gross capex in the three years is set at about €43

billion, allocated to the different geographical areas

based on their contribution to EBITDA.

More specifically, capex in Grids is set at about €26

billion, up by 40% compared with the previous Plan,

to improve the resilience, digitalization and efficiency

of the distribution network. As a result we expect the

Regulated Asset Base (RAB)

to reach about €52 billion

in 2027, from about €42 billion in 2024, with the con-

tribution of Grids to the Group ordinary EBIDTA stand-

ing at about 40% in the same year.

Letter to shareholders and other stakeholders

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Capex in Renewables is set at about €12 billion to add

12 GW of capacity in the next three years, to a total of

76 GW of installed renewable capacity in 2027. The in-

vestment strategy provides for: (i) a flexible capital allo-

cation, evaluating both the possibility of building new

plants and the opportunity to acquire assets already

in operation (brownfield), depending on the return on

investment timeframe and the regulatory and market

frameworks of the different countries; (ii) a selective

approach aimed at maximizing returns and minimizing

risks; (iii) improved technologies, with over 70% of new

capacity from onshore wind and programmable tech-

nologies (hydro and batteries).

Capex in the Retail segment is set at about €2.7 bil-

lion, of which 85% in in countries where we have an

integrated presence, offering a portfolio of bundled

solutions with energy, products and services. The cus-

tomer base in the free electricity market in Italy and

Spain is expected to grow to over 19 million in 2027.

As regards environmental sustainability, we intend

to continue with the reduction of direct and indirect

greenhouse gas emissions, in line with the Paris Agree-

ment and the 1.5 °C scenario, as certified by the SBTi.

Cumulative Group ordinary EBITDA over the Plan peri-

od is expected to exceed €70 billion, of which approx-

imately 90% will derive from regulated or contracted

activities, reducing risks and improving visibility on fu-

ture performance and therefore EBITDA quality.

Group ordinary EBITDA is expected to grow to between

€24.1 and €24.5 billion in 2027 – with a Compound Av-

erage Growth Rate (CAGR) of about 7% compared with

€17.3 billion in 2022 – while Group net ordinary income

is expected to increase to between €7.1 and €7.5 bil-

lion, with a CAGR of about 11% compared with €4.3

billion in 2022.

Finally, the net financial debt/EBITDA ratio is expected

to stand at around 2.5x at the end of the Plan period,

remaining below the sector average.

As regards shareholders’ remuneration in the three-

year period, the dividend policy has been revised up-

wards with a new minimum annual fixed DPS of €0.46

and a potential further increase up to a payout of 70%

on the Group net ordinary income. Compared to the

previous dividend policy, the constraint of achieving

cash flow neutrality has also been removed.

CONTENTS

GUIDE TO NAVIGATING THE REPORT

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Letter to shareholders

and other stakeholders 4

1. REPORT ON OPERATIONS 13

Enel organizational model 14

Enel shareholders 17

Corporate boards 19

Enel shares 21

Activities of Enel SpA 24

Significant events in 2024 25

Definition of performance

measures 27

Performance and financial

position of Enel SpA 28

Performance of the main

subsidiaries 34

People centricity 38

Research and development 41

Risk management 44

Outlook 47

Other information 49

Incentive system 51

2. CORPORATE GOVERNANCE 55

Report on corporate governance

and ownership structure 56

3. SEPARATE FINANCIAL

STATEMENTS 59

Separate financial statements 60

Notes to the separate financial

statements 67

Declaration of the Chief

Executive Officer and the officer

in charge of financial reporting 160

4. REPORTS 163

Report of the Board of Statutory

Auditors to the Shareholders’

Meeting of Enel SpA 164

Report of the Audit Firm 180

Notice of ordinary

Shareholders’ Meeting 185

Allocation of the annual

net income and distribution

of available reserves 186

CHAPTER 1

Report on

OPERATIONS

Enel organizational model

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel organizational model

1. The Head of the Audit Function acts under the supervision of the Chairman of the Board of Directors and officially reports to the Board of

Directors of Enel SpA while continuing to functionally report to the CEO as Director in charge of the Internal Control and Risk Management

System.

The Enel Group structure is organized into a matrix

that comprises:

• four Global Business Lines, which are responsible in

all the geographical areas in which the Group oper-

ates for developing, building, operating and main-

taining assets, engaging in trading activities, as well

as developing and managing the portfolio of new

products and services (in addition to commodities);

• a Global Service Function, responsible for the inte-

grated management of all Group activities for the

development and governance of digital solutions,

purchasing and insourcing in collaboration with the

People and Organization Function;

• two Countries and one Region, which are respon-

sible for driving financial performance, managing

relations with customers, institutions and regulatory

authorities, sales of electricity, gas and new prod-

ucts and services at the country level; providing staff

services and activities to the global business lines

present in the country;

• seven Holding Company Staff Functions, which are

focused on policy-making, coordination and strate-

gic control of the entire Group, including one CEO

Office and Strategy, which is responsible for provid-

ing support to the CEO in developing and directing

the Group’s strategic decisions and defining the

Group’s medium/long-term strategic positioning

by developing strategic scenarios that also consider

the effects of climate change.

During 2024, a reorganization process was launched

aimed at overcoming the double reporting matrix

structure, with the aim of simplifying organization-

al complexity and strengthening the presence in the

Countries and Global Business Lines.

This process consisted of targeted measures meant

to increase the organizational integration, in particular

in respect of the External Relations Function and the

Rest of the World Region, focused on the coordination

of geographical areas in which the Group operates,

with the exception of Italy and Iberia.

The reorganization process launched in 2024 did not

alter the configuration of the organizational structure

composed of: four Global Business Lines, one Global

Service Function, two Countries and one Region and

seven Holding Company Staff Functions.

The Holding Company is focused on activities involv-

ing a significant degree of policy-making, coordina-

tion and control for the Group as a whole. Operating

through Administration, Finance and Control, People

and Organization, External Relations, Legal, Corporate,

Regulatory and Antitrust Affairs, Security, Audit

and

CEO Office and Strategy Functions, the Holding Com-

pany seeks to:

• manage activities with significant value creation po-

tential for the Group;

• manage activities aimed at protecting the Group

from events that could have a negative impact on

its financial position, image and business conti-

nuity;

• support top management and the Business Lines/

Functions/Region/Countries in key decisions con-

cerning those activities and related strategic con-

trol issues.

The Holding Company exercises its policy-making, co-

ordination and control role essentially through:

• direct management: in which it has total or prevalent

responsibility for performing the associated activi-

ties (e.g. finance, M&A, etc.);

• indirect management: in which it plays a poli-

cy-making and supervisory role, while execution of

operations is essentially delegated to the Business

Lines/Functions/Region/Countries on the basis of

policies, processes and guidelines.

Each Holding Company Staff Function is responsible

for defining policies, processes, procedures and or-

ganizational structures, within the scope of their re-

mit, for the entire Group.

The following summarizes the main responsibilities at-

tributed to the Holding Company, which are exercised

Enel organizational model

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

by the latter in compliance with company law and the

management autonomy of the listed subsidiaries and/

or those subject to functional separation, in force in

the various countries in which we operate.

Administration, Finance and Control

The Administration, Finance and Control Function has

the mission of:

• managing the strategic planning, industrial planning,

budgeting and reporting processes for the Group;

monitoring the evolution of the Group’s operating

and financial results, identifying any deviations and

suggesting possible corrective actions;

• supporting the Group Investment Committee in

evaluating investment proposals;

• conducting M&A operations;

• defining the optimal structure of Group capital and

the composition of debt, managing loans, liquidity

and relations with the international banking system,

financial institutions, investors and analysts and

managing financial risk and insurance coverage for

the entire Group;

• setting the guidelines and policies for preparing

the financial statements and the Sustainability

Statement of the Group companies and prepar-

ing the financial statements and the Sustainability

Statement of Enel SpA;

• preparing an effective and adequate internal control

platform for financial, tax and sustainability informa-

tion for corporate reporting;

• ensuring tax compliance for Enel SpA and tax plan-

ning, guidelines and policies for the Group;

• monitoring and managing commodity, financial and

strategic risks as well as any other risk that could

potentially affect the Group’s value, with a view to

optimizing or minimizing their impact.

People and Organization

The People and Organization Function has the mission of:

• defining organizational arrangements in line with

Group strategies, guiding change management

programs;

• managing the function’s budget and the long-term

plan at the Group level, defining guidelines and ob-

jectives;

• defining the Group’s guidelines for the compensa-

tion and benefit process;

• managing industrial and trade union relations;

• developing the Group’s technical, professional and

managerial skills in accordance with the needs of

the business, promoting integration across the

business and cultures;

• defining the Group’s strategies and guidelines for

managing health, safety, the environment, quality

and security, ensuring their implementation at the

Group level.

External Relations

The External Relations Function has the mission of:

• developing and managing the global Enel brand

identity, leveraging the Group’s resources, skills and

operational excellence;

• managing relations with global media;

• developing and managing internal communication

of local and global content and defining the guide-

lines to be applied at the country level;

• managing and optimizing the Group’s online com-

munication channels, including the Group’s web-

sites and social network presence;

• characterizing, representing and promoting the Enel

Group’s position with institutions, both at an interna-

tional and national level; monitoring legislative devel-

opments and identifying and suggesting regulatory

proposals that favor the interests of the Group.

Enel organizational model

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Legal, Corporate, Regulatory

and Antitrust Affairs

The Legal, Corporate, Regulatory and Antitrust Affairs

Function has the mission of:

• providing legal assistance and support to the entire

Group, identifying and managing legal issues and

litigation and ensuring the compliance of activities

carried out by Group companies with applicable

laws and regulations;

• managing the corporate governance system and

advising on the related issues (including relations

with the financial market regulatory authorities and

managing the corporate bodies and the system of

delegated powers;

• characterizing, representing and promoting the Enel

Group’s position on regulatory and antitrust issues,

representing the Group with international organiza-

tions and institutional bodies.

Audit

The Audit Function has the mission of:

• systematically and independently assessing the ef-

fectiveness and adequacy of the Enel Group’s inter-

nal control system;

• supporting each part of the Group in monitoring

risks and identifying mitigation actions.

Security

The Security Function has the mission of:

• developing security strategy and guidelines con-

sistent with risk forecasts, regulations and inter-

national standards, as well as establishing imple-

mentation priorities and objectives at the country

level;

• monitoring security risks and threats, including IT

risks, at the Group level and implementing effective

measures to prevent, counter and mitigate any pos-

sible risk or threat to the safety of people, physical

and intangible assets and the continuity of business

operations.

CEO Office and Strategy

The CEO Office and Strategy Function has the mis-

sion of:

• supporting the CEO in defining and coordinating

strategic decisions and monitoring the Group’s in-

ternal activities in relations with key internal and

external stakeholders in accordance with the CEO’s

guidelines and Group positioning;

• defining the Group’s strategy, long-term planning

and strategic objectives, and guiding the related

decision-making processes;

• ensuring the alignment of internal stakeholders with

the Group’s strategic positioning, the positioning on

ESG (Environmental, Social and Governance) issues

and the strategy to be implemented in response to

climate change, as well as the related external dis-

closure.

Enel shareholders

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel shareholders

At December 31, 2024 the fully subscribed and paid-

up share capital of Enel SpA totaled €10,166,679,946,

represented by the same number of ordinary shares

with a par value of €1.00 each. Share capital is un-

changed compared with that registered at December

31, 2023.

During 2024, the Company has acquired a total of

2,900,000 treasury share to serve the 2024 LTI Plan

for the management of Enel and/or its subsidiaries

pursuant to Article 2359 of the Italian Civil Code. Ac-

cordingly, considering the 10,085,106 treasury shares

already held and taking account of the disbursement

of 905,436 Enel shares to the beneficiaries of the

2020 LTI Plan and 2021 LTI Plan on September 5, 2024,

at December 31, 2024 Enel held a total of 12,079,670

treasury shares.

Significant shareholders

At December 31, 2024, based on the shareholders

received by the Company pursuant to Article 120 of

Legislative Decree 58 of February 24, 1998, as well

as other available information, shareholders with an

interest of greater than 3% in the Company’s share

capital included the Ministry for the Economy and

Finance (with a 23.585% stake) and BlackRock Inc.

(with a 5.023% stake held for asset management

purposes).

Enel shareholders

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Composition of shareholder base

Since 1999, Enel has been listed on the Euronext Milan

market organized and operated by Borsa Italiana SpA.

Enel’s shareholders include leading international in-

vestment funds, insurance companies, pension funds

and ethical funds.

At December 31, 2024, institutional investors held

around 58.6% of the share capital, while retail investors

held around 17.8% (unchanged from December 31,

2023); the stake held by Ministry for the Economy and

Finance was also unchanged, at 23.6% of share capital.

SHAREHOLDER COMPOSITION

AS AT DECEMBER 2024

INSTITUTIONAL INVESTORS

BY GEOGRAPHICAL AREA

The stake of socially responsible investors significantly

increased, to around 23.0% of the share capital at De-

cember 31, 2024 (from around 17.5% at December 31,

2023) and to around 39.2% of institutional investors

(from around 29.8% at December 31, 2023).

Investors who have signed the Principles for Respon-

sible Investment represent around 43.2% of the share

capital (compared with 42.8% at December 31, 2023).

GROWTH IN SOCIALLY RESPONSIBLE INVESTING (SRI)

Ministry for the Economy and Finance

Retail investors

Institutional investors

23.6%

17.8 %

58.6%

Rest of Europe

Rest of the world

North America

United Kingdom

Italy

46.2%

10.7%

25.0%

7. 1 %

11.0%

8.6

5.9

7.7

8.0

10.3

10.5

11.3

13.7

8.6

10.5

10.8

14.1

14.6 14.6

14.9

17.5

22.9 23.0

30.1

19.1 19.1

19.4

273

245

224

244

160

182

169

150

132

134

252

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

% share capital % float

# investors

Corporate boards

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Corporate boards

CHAIRMAN

Paolo Scaroni

CHIEF EXECUTIVE OFFICER

AND GENERAL MANAGER

Flavio Cattaneo

CHAIRMAN

Barbara Tadolini

AUDITORS

Luigi Borré

Maura Campra

DIRECTORS

Johanna Arbib

Mario Corsi

Olga Cuccurullo

Dario Frigerio

Fiammetta Salmoni

Alessandra Stabilini

Alessandro Zehentner

SECRETARY

Leonardo Bellodi

ALTERNATE AUDITORS

Carolyn A. Dittmeier

Tiziano Onesti

Piera Vitali

BOARD

OF DIRECTORS

BOARD

OF STATUTORY AUDITORS

AUDIT

FIRM

KPMG SpA

Corporate boards

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Powers

Board of Directors

The Board is vested by the bylaws with the broadest

powers for the ordinary and extraordinary manage-

ment of the Company, and specifically has the power

to carry out all the actions it deems advisable to imple-

ment and attain the corporate purpose.

Chairman of the Board of Directors

The Chairman is vested by the bylaws with the powers

to represent the Company and to sign on its behalf,

presides over Shareholders’ Meetings, convenes and

presides over the Board of Directors, and ascertains

that the Board’s resolutions are carried out. Pursuant

to a Board resolution of May 12, 2023, the Chairman

has been vested with a number of additional non-ex-

ecutive powers.

Chief Executive Officer

The Chief Executive Officer is also vested by the by-

laws with the powers to represent the Company and to

sign on its behalf, and in addition is vested by a Board

resolution of May 12, 2023 with all powers for man-

aging the Company, with the exception of those that

are otherwise assigned by law or the bylaws or that the

aforesaid resolution reserves for the Board of Direc-

tors.

Enel shares

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel shares

Enel and the financial markets

2024 2023

Consolidated gross operating profit per share (euro) 2.37 1.99

Consolidated operating profit per share (euro) 1.52 1.07

Group profit per share (euro) 0.69 0.34

Group ordinary profit per share (euro) 0.70 0.64

Dividend per share (euro) 0.47 0.43

Group equity per share (euro) 3.32 3.12

Share price – 12-month high (euro) 7.34 6.73

Share price – 12-month low (euro) 5.70 5.17

Average share price in December (euro) 6.91 6.63

Market capitalization (millions of euro)

(1)

70,230 67,369

Number of shares at December 31 (millions)

(2)

10,167 10,167

(1) Calculated on average share price in December.

(2) It includes 12,079,670 and 9,262,330 treasury shares in 2024 and 2023, respectively.

at Dec. 31, 2024 at Dec. 31, 2023

Rating

Standard & Poor’s Outlook STABLE STABLE

Medium/long-term BBB BBB

Short-term A-2 A-2

Moody’s Outlook STABLE NEGATIVE

Medium/long-term Baa1 Baa1

Short-term - -

Fitch Outlook STABLE STABLE

Medium/long-term BBB+ BBB+

Short-term F2 F2

The main European stock indices – after a 2023 char-

acterized by a general positive trend – closed 2024 on

the rise: FTSE-MIB +12.6%, Ibex35 +14.8%, DAX +18.8%,

with the exception of CAC40 (-2.2%).

The euro area utilities index (EURO STOXX Utilities)

closed the year with a decline of 3.1%.

Finally, as regards the Enel stock, 2024 ended with a

price of €6.89 per share, a slight rise (+2.3%) on the

previous year, in contrast to the European sectoral in-

dex.

Enel shares

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

PERFORMANCE OF ENEL SHARE PRICE AND THE EURO STOXX UTILITIES

AND FTSE-MIB INDICES FROM JANUARY 1, 2024 TO DECEMBER 31, 2024

Source: Bloomberg.

On January 24, 2024 Enel paid an interim dividend of

€0.215 per share from 2023 profits and on July 24,

2024 it paid the balance of the dividend for that year

in the amount of €0.215. Total dividends distributed in

2024 amounted to €0.43 per share, 7.5% higher than

the €0.40 per share distributed in 2023.

On January 22, 2025 an interim dividend of €0.215 per

share was paid in respect of ordinary profit for 2024,

while the balance of the dividend is scheduled for pay-

ment on July 23, 2025.

ESG analysts and rating agencies use different

methodologies to continuously monitor Enel’s per-

formance in terms of sustainability, in relation to

environmental, social and governance aspects. ESG

ratings are also strategic tools for investors (active

and passive), supporting them in the evaluation of

sustainable business models, the identification of

risks and opportunities related to sustainability and

consequently the development of sustainable invest-

ment strategies.

Enel is committed to managing and constantly report-

ing all ESG aspects and considers the assessments

of ESG rating agencies as an important opportunity

to improve its sustainability performance and identify

specific action plans, involving the various units and

business lines of the Group.

Main ESG ratings

RATING RANKING SECTOR AVERAGE

SCALE

(LOW | HIGH)

MSCI AA (Leadership band) Top 35%

utility

BBB CCC | AAA

Sustainalytics ESG Risk Rating 21.6

(Medium risk)

26/237

electric utility

31.8 100 | 0

S&P ESG Scores 78 16/267

electric utility

37 0 | 100

CDP A (climate)

A- (water)

- - D- | A

Enel

FTSE-MIB

EURO STOXX Utilities

100

105

110

115

120

1-Jan-24 1-Feb-24 1-Mar-24 1-Apr-24 1-May-24 1-Jun-24 1-Jul-24 1-Aug-24 1-Sep-24 1-Oct-24 1-Nov-24

1-Dec-24

Enel shares

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

For further information we invite you to visit the Inves-

tor Relations section of our corporate website (https://

www.enel.com/it.html), which contains both economic

and financial information (annual reports, semi-annu-

al and quarterly reports, presentations to the finan-

cial community, analyst estimates and stock market

trading trends involving the shares issued by Enel and

its main listed subsidiaries, ratings and outlooks as-

signed by rating agencies) and up-to-date data and

documentation of interest to shareholders and bond-

holders in general (price sensitive press releases, out-

standing bonds, bond issue programs, composition

of Enel’s corporate bodies, bylaws and regulations of

Shareholders’ Meetings, information and documen-

tation relating to Shareholders’ Meetings, procedures

and other documentation concerning corporate gov-

ernance, the Code of Ethics and organizational and

management arrangements).

We have also created contact centers for private

investors (which can be reached by phone at +39-

0683054000 or by e-mail at azionisti.retail@enel.

com) and for institutional investors (phone: +39-

0683057975; e-mail: investor.relations@enel.com).

Activities of Enel SpA

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Activities of Enel SpA

Enel SpA, in its capacity as an industrial holding com-

pany, determines strategic objectives for the Group

and the subsidiaries, coordinating their activity. The

activities that Enel SpA performs as part of its poli-

cy-making and coordination function in respect of the

other Group companies, as reflected in the organiza-

tional structure adopted by the Company, are attrib-

utable to the Holding Company Staff Functions, con-

nected with the coordination of governance processes

at the Group level, and can be summarized as follows:

• Administration, Finance and Control;

• People and Organization;

• External Relations;

• Legal, Corporate, Regulatory and Antitrust Affairs;

• Audit;

• Security;

• CEO Office and Strategy.

Enel SpA meets the Group’s liquidity requirements,

mainly using the cash flows generated by ordinary op-

erations and a range of funding sources, appropriately

managing any excess liquidity.

Significant events in 2024

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Significant events in 2024

The most significant events in 2024 involving the Company and the direct subsidiaries are summarized below.

Enel issues a dual-tranche €1.75 billion

sustainability-linked bond in the Eurobond market

On January 16, 2024, Enel Finance International NV, a

finance company controlled by Enel SpA, issued a du-

al-tranche sustainability-linked bond for institutional

investors in the Eurobond market in the total amount

of €1.75 billion. The issue, guaranteed by Enel, envis-

ages the use of two sustainability Key Performance

Indicators for each tranche, illustrated in the Sustain-

ability-Linked Financing Framework, last updated in

January 2024.

The issue is structured in the following two tranches:

• €750 million at a fixed rate of 3.375%, with settle-

ment date set on January 23, 2024, maturing July 23,

2028;

• €1,000 million at a fixed rate of 3.875%, with settle-

ment date set on January 23, 2024, maturing January

23, 2035.

Enel issues a new €900 million perpetual hybrid bond

with coupon at 4.75%

On February 20, 2024, Enel SpA issued a non-con-

vertible, subordinated perpetual hybrid bond for

institutional investors on the European market,

denominated in euros, with an aggregate principal

amount of €900 million. The transaction refinanced

the €900 million equity-accounted perpetual hy-

brid bond with first call date in February 2025 and

a 3.500% coupon. The single-tranche €900 million

bond has no fixed maturity, and is due and payable

only in the event of the winding up or liquidation of

the Company. An annual fixed coupon of 4.75% will

be paid until (but excluding) the first reset date of

May 27, 2029, which is the last day for the first op-

tional redemption.

Enel successfully places a multi-tranche $2 billion

sustainability-linked bond with an average cost of about

4%, in line with the funding cost on the European market

On June 19, 2024 Enel Finance International NV

launched a multi-tranche sustainability-linked bond

for institutional investors in the US and international

markets for a total aggregate amount of $2 billion,

equivalent to about €1.9 billion.

The issue, guaranteed by Enel, is linked to the achieve-

ment of Enel’s sustainable objective relating to the re-

duction of Scope 1 GHG emissions Intensity relating

to Power Generation, which contributes to the United

Nations Sustainable Development Goal 13 (“Climate

Action”) and is in compliance with the Group’s Sustain-

ability-Linked Financing Framework.

Significant events in 2024

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel finalizes the partnership with Sosteneo to develop

battery energy storage systems and open-cycle plant

projects, aimed at regulated capacity services

On June 26, 2024 Enel Italia SpA, a subsidiary of Enel

SpA, finalized the sale to Sosteneo Energy Transition

1, for a consideration of €1,094 million, of the minority

stake equal to 49% of the share capital held in Enel

Libra Flexsys Srl, a company established for the im-

plementation and operation of a portfolio of projects

aimed at regulated capacity services, specifically:

• 23 Battery Energy Storage Systems (BESS) with a to-

tal capacity of 1.7 GW;

• 3 renovation projects for Open Cycle Gas Turbine

(OCGT) plants with a total capacity of 0.9 GW.

The transaction is in line with the Partnership business

model outlined in the 2024-2026 Strategic Plan of the

Enel Group and is aimed at retaining control on strate-

gic assets and maximizing productivity and return on

invested capital.

Enel launches a sustainability-linked share buyback

program serving its Long-Term Incentive Plan 2024

On July 25, 2024, the Board of Directors of Enel SpA,

implementing the authorization granted by the Share-

holders’ Meeting of May 23, 2024 and in compliance

with the relevant terms previously disclosed to the

market, approved the launch of a share buyback pro-

gram for a total of 2.9 million shares, equal to approx-

imately 0.029% of Enel’s share capital. The program,

which ran from September 16, 2024 to November 8,

2024, was designed to serve the Long-Term Incentive

Plan 2024 for the management of Enel and/or of its

subsidiaries pursuant to Article 2359 of the Italian Civil

Code (2024 LTI Plan), which was also approved by the

Shareholders’ Meeting on May 23, 2024. As part of the

program, Enel purchased a total of 2,900,000 treasury

shares at the weighted average price of €7.0210 per

share, for a total of about €20 million.

Definition of performance measures

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Definition of performance

measures

In order to present the results of the Company and

analyze its financial structure, Enel has prepared sep-

arate reclassified schedules that differ from those

envisaged under the IFRS-EU adopted by Enel SpA

and presented in the separate financial statements.

These reclassified schedules contain different perfor-

mance measures from those obtained directly from

the separate financial statements, in line with the

ESMA Guidelines on Alternative Performance Meas-

ures (ESMA/2015/1415) published on October 5, 2015.

Management feels are useful in monitoring the perfor-

mance of the Parent and representative of the finan-

cial performance of the business.

As regards those measures, on April 29, 2021 CON-

SOB issued warning notice no. 5/2021 which gives

force to the Guidelines issued on March 4, 2021 by

the European Securities and Markets Authority (ESMA)

concerning disclosure requirements under Regulation

(EU) 2017/1129 (the Prospectus Regulation), which took

effect on May 5, 2021 and replace the references to

the CESR Recommendations and those contained in

Communication no. DEM/6064293 of July 28, 2006

regarding the net financial position.

These Guidelines update the previous CESR Recom-

mendation (ESMA/2013/319, in the revised version of

March 20, 2013) with the exception of those concern-

ing the special issuers referred to in Annex no. 29 of

Delegated Regulation (EU) 2019/980, which were not

converted into Guidelines and remain applicable.

They are intended to promote the usefulness and

transparency of alternative performance measures in-

cluded in regulated information or prospectuses with-

in the scope of application of Directive 2003/71/EC

in order to improve their comparability, reliability and

comprehensibility.

Accordingly, in line with the regulations cited above,

the criteria used to construct these measures are as

follows.

Gross operating profit: an operating performance in-

dicator, calculated as the sum of “Operating profit”,

“Depreciation, amortization and impairment” and “Net

impairment/(reversal of impairment) of trade receiva-

bles and other receivables”.

Net non-current assets: calculated as the difference

between “Non-current assets” and “Non-current lia-

bilities” with the exception of:

• “Deferred tax assets”;

• “Other financial assets” included in “Other non-cur-

rent financial assets”;

• “Long-term borrowings”;

• “Employee benefits”;

• “Provisions for risks and charges (non-current portion)”;

• “Deferred tax liabilities”.

Net working capital: calculated as the difference be-

tween “Current assets” and “Current liabilities” with

the exception of:

• “Long-term loan assets (current portion)”, “Cash col-

lateral” and “Other financial assets” included in “Oth-

er current financial assets”;

• “Cash and cash equivalents”;

• “Short-term borrowings” and the “Current portion of

long-term borrowings”;

• “Provisions for risks and charges (current portion)”;

• “Other borrowings” included in “Other current liabil-

ities”.

Gross capital employed: calculated as the algebraic

sum of “Net non-current assets” and “Net working cap-

ital”, “Deferred tax liabilities” and “Deferred tax assets”.

Net capital employed: calculated as the algebraic sum

of “Gross capital employed”, “Provisions for risks and

charges” and “Employee benefits”.

Net financial debt: a financial structure indicator, cal-

culated as:

• “Long-term borrowings” and “Short-term borrow-

ings and the current portion of long-term borrow-

ings”, taking account of “Short-term borrowings”

included in “Other current liabilities”;

• net of “Cash and cash equivalents”;

• net of the “Current portion of long-term loan as-

sets”, “Cash collateral” and “Other financial assets”

included in “Other current financial assets”;

• net of “Other financial assets” included in “Other

non-current financial assets”.

Performance and financial position of Enel SpA

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Performance and financial

position of Enel SpA

Performance

The financial performance of Enel SpA for the year 2024 is summarized in the table below.

Millions of euro 2024 2023 Change

Revenue

Revenue from sales and services 110 107 3

Other income 11 56 (45)

Total 121 163 (42)

Costs

Purchases of consumables - - -

Services, leases and rentals 177 202 (25)

Personnel expenses 146 135 11

Other operating costs 14 47 (33)

Total 337 384 (47)

Gross operating profit/(loss) (216) (221) 5

Depreciation, amortization and impairment losses 3,585 719 2,866

Operating profit/(loss) (3,801) (940) (2,861)

Net financial income/(expense) and profit/(expense)

from equity investments

Income from equity investments 6,563 4,269 2,294

Financial income 1,098 1,388 (290)

Financial expense 1,406 1,821 (415)

Total 6,255 3,836 2,419

Pre-tax profit/(loss) 2,454 2,896 (442)

Income taxes (144) (136) (8)

PROFIT FOR THE YEAR 2,598 3,032 (434)

Revenue from sales and services regards revenue for

management services, IT assistance and other servic-

es provided to subsidiaries.

The increase of €3 million is attributable to the in-

crease in revenue from management services (€11

million), partly offset by the decrease in revenue for IT

services (€7 million) and other services (€1 million).

Other income essentially includes the increase charge-

back of costs for Enel SpA personnel seconded to

other Group companies, the Fondazione Centro

Studi Enel and Enel Cuore Onlus, for a total €10

million.

In 2023 the item included the €43 million capital gain

from the sale of the investment in the joint venture

Rusenergosbyt LLC.

Costs for services, leases and rentals regard services

provided by third parties in the amount of €56 million

and by Group companies in the amount of €121 million.

Third-party services mainly include costs for advertis-

ing and sponsorship and professional and technical

services, as well as IT services.

The charges for services provided by Group compa-

nies essentially refer to the subsidiaries Enel Global

Services Srl and Enel Italia SpA and concern IT assis-

tance services, management services and other ser-

vices.

Performance and financial position of Enel SpA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Personnel expenses totaled €146 million, an increase

of €11 million compared with 2023, mainly attributable

to the increase in the average workforce and head-

count of employees at December 31, 2024.

Other operating costs amounted to €14 million, a de-

crease of €33 million.

In 2023 the item mainly included the waiver of re-

ceivables of the Company and other Group com-

panies in respect of Enel Generación Costanera SA

under the Termination Intercompany Agreement

signed as part of the agreements for the sale of

our assets in Argentina (€21 million) and uncollect-

ed receivables due from Rusenergosbyt LLC (€11

million).

The gross operating loss of €216 million reflects a de-

crease of €5 million compared with 2023, attributa-

ble to the decrease in other operating expenses and

costs for services, leases and rentals, partly offset by

the decrease in revenue and the increase in personnel

expenses.

Depreciation, amortization and impairment losses

amounted to €3,585 million, an increase of €2,886 mil-

lion compared with 2023.

Depreciation and amortization amounted to €88 mil-

lion, of which €5 million in depreciation and €83 mil-

lion in amortization.

Impairment losses include the adjustment in the val-

ue of the investments in the subsidiary Enel Holding

Finance Srl in the amount of €2,587 million and Enel

Finance International NV in the amount of €862 mil-

lion, as resulting from the impairment test carried out

following the partial distribution of available capital re-

serves.

The item also includes the value of the investments in

the subsidiary Enel Reinsurance - Compagnia di riassi-

curazione SpA in the amount of €47 million.

It also included the impairment losses and reversals of

impairment on trade receivables and other receivables

totaling €1 million.

The operating loss came to €3,801 million, a deteri-

oration of €2,861 million, due to higher impairment

losses on equity investments.

Income from equity investments amounted to €6,563

million and included dividends approved by subsidiar-

ies and associates.

Compared with 2023, it increased by €2,294 mil-

lion, mainly reflecting the distribution of available

reserves by Enel Holding Finance Srl (€3,225 million)

and Enel Finance International NV (€1,075 million),

dividend distribution by Enel Global Trading SpA

(€1,103 million) and a decrease in dividend from Enel

Iberia SRLU (€1,040 million). Moreover, Enel Italia

SpA and Enel Grids Srl did not distribute dividends

in 2024.

Net financial expense came to €308 million and essen-

tially reflects interest expense on debt (€879 million),

partly offset by interest income on financial assets

(€348 million), other commission income on guaran-

tees issued for other Group companies (€186 million)

and net financial income on derivative contracts (€96

million).

Compared with the previous year, net financial ex-

pense decreased by €125 million, mainly as the result

of the increase in interest income on short-term finan-

cial assets (€113 million), lower financial expense on

bonds (€100 million), lower commission on guarantees

issued by third parties (€51 million) and the increase in

net financial income on derivative contracts (€58 mil-

lion), partly offset by the negative impact of exchange

rate developments (€50 million) and the increase in in-

terest expense on other borrowings, mainly in respect

of Group companies (€145 million).

Income taxes for the year showed a creditor position

of €144 million, mainly as a result of the reduction in

the tax base for corporate income tax (IRES) compared

with pre-tax profit due to the exclusion of 95% of the

dividends received from the subsidiaries and the de-

ductibility of Enel SpA’s interest expense for the Group

under the consolidate taxation mechanism in accord-

ance with corporate income tax law (Article 96 of the

Consolidated Income Tax Code).

Profit for the year totaled €2,598 million, compared

with €3,032 million in 2023. The decrease of €434

million is essentially attributable to higher impairment

adjustments from equity investments, partly offset by

the increase in income from equity investments, as

commented earlier.

Performance and financial position of Enel SpA

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Analysis of financial position

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Net non-current assets:

- property, plant and equipment and intangible assets 87 140 (53)

- equity investments 58,478 60,917 (2,439)

- net other non-current assets/(liabilities) (351) (300) (51)

Total 58,214 60,757 (2,543)

Net working capital:

- trade receivables 197 167 30

- net other current assets/(liabilities) (2,259) (2,705) 446

- trade payables (132) (135) 3

Total (2,194) (2,673) 479

Gross capital employed 56,020 58,084 (2,064)

Provisions:

- employee benefits (112) (121) 9

- provisions for risks and charges and net deferred taxes 49 33 16

Total (63) (88) 25

Net capital employed 55,957 57,996 (2,039)

Total equity 36,386 37,883 (1,497)

NET FINANCIAL DEBT 19,571 20,113 (542)

The decrease in net non-current assets reflected:

• €2,439 million from the decrease in the value of the

investments in subsidiaries, which was basically at-

tributable to the following transactions:

• the value adjustment of the equity investment in

Enel Finance International NV of €862 million, as a

result of the impairment test carried out following

the partial distribution of available capital reserves

for a total amount of €4,300 million in favor of its

shareholders, Enel SpA and Enel Holding Finance

Srl, in proportion to the shares held;

• the value adjustment of the equity investment in

the subsidiary Enel Holding Finance Srl of €2,587

million, as a result of the impairment test carried

out following the partial distribution of available

capital reserves in favor of Enel SpA for an amount

of €3,225 million;

• the value adjustment of the equity investment in

the subsidiary Enel Reinsurance - Compagnia di

riassicurazione SpA (€47 million);

• capital contributions of €1,050 million to the

subsidiary Enel North America Inc. (equivalent to

$1,100 million) on December 12, 2024 in order

to optimize the company’s financial structure by

maximizing the positive impact of liability man-

agement operations;

• €53 million from changes in property, plant and

equipment and intangible assets, reflecting the net

negative balance between depreciation/amortiza-

tion and capital expenditure during the year;

• €51 million from an increase in net other non-cur-

rent assets/(liabilities), which essentially reflected:

• a decrease in non-current derivative assets (€82

million) and in non-current derivative liabilities

(€39 million);

• a decrease in other non-current assets (€5 mil-

lion) and other non-current financial assets (€6

million).

Net working capital, a negative €2,194 million, in-

creased by €479 million compared with December

31, 2023 due to:

• €446 million for the negative balance of net other

current assets/(liabilities) as a result of:

• a decrease in other current liabilities (€889 mil-

lion), mainly due to the decrease in tax liabilities

for IRES (corporate income tax) (€677 million),

payables to Group companies in respect of the

Italian IRES tax consolidation mechanism (€119

million) and payables to Group companies deriv-

ing from the VAT Group (€157 million);

• a decrease in other current assets (€400 million),

due to a decrease in receivables from Group

companies in respect of the Italian IRES tax con-

Performance and financial position of Enel SpA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

solidation mechanism (€613 million) and in VAT

receivables from tax authorities (€11 million),

partly offset by higher receivables from Group

companies in respect of dividends (€218 million);

• the increase in the value of current derivative

assets (€31 million) and the decrease in current

derivative liabilities (€4 million);

• €30 million the increase in trade receivables, of

which €29 million from Group companies;

• €3 million the decrease in trade payables.

Payables to Group companies decreased by €6 mil-

lion, while payables to third parties increased by €3

million.

Net capital employed at December 31, 2024 came to

€55,957 million and was funded by equity of €36,386

million and net financial debt of €19,571 million.

Equity amounted to €36,386 million, down €1,497

on 2023. The decrease is mainly attributable to net

profit in the amount of €2,536 million; the distri-

bution of the dividend for 2023 in the amount of

€0.215 per share (for a total of €2,186 million), as

approved by the shareholders on May 23, 2024, and

the interim dividend for 2024 approved by the Board

of Directors on November 6, 2024 and paid as from

January 22, 2025 (€0.215 per share for a total €2,186

million); the net change in perpetual hybrid bonds

in the amount of €592 million; the payment of cou-

pons to holders of perpetual hybrid bonds for a total

€246 million.

Net financial debt amounted to €19,571 million at the

end of the year, with a debt-to-equity ratio of 53.78%

(53.09% at the end of 2023).

Performance and financial position of Enel SpA

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Analysis of the financial structure

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Long-term debt:

- bank borrowings 1,000 1,316 (316)

- bonds 2,201 2,265 (64)

- other lease financing 2 - 2

- loans from subsidiaries 14,142 14, 274 (132)

Long-term debt 17,345 17,855 (510)

Long-term loan assets from third parties (3) (3) -

Net long-term debt 17,342 17, 8 52 (510)

Short-term debt/(liquidity):

- current portion of long-term loans 567 1,179 (612)

- short-term bank borrowings - 1 (1)

- short-term debt payable to Group companies 3,000 4,500 (1,500)

- cash collateral received 104 169 (65)

Short-term debt 3,671 5,849 (2,178)

- short-term loans granted to Group companies - (6) 6

- other short-term financial receivables (5) (5) -

- cash collateral paid (461) (482) 21

- net short-term financial position with Group companies 1,145 (1,973) 3,118

- cash and cash equivalents with banks and short-term

securities

(2,121) (1,122) (999)

Net short-term debt/(liquidity) 2,229 2,261 (32)

NET FINANCIAL DEBT 19,571 20,113 (542)

Net financial debt amounted to €19,571 million, down

€542 million compared with 2023, as a result of the

decrease in net long-term debt of €510 million and

net short-term debt of €32 million.

The main financial transactions in 2024 causing the

decrease in net financial debt were:

• the repayment of a long-term bank loan of €200

million, maturing in May 2024;

• the repayment of a €750 million bond maturing in

May 2024;

• the repayment of the maturing portion of an INA As-

sitalia bond in the total amount of €97 million;

• the repayment to the subsidiary Enel Finance Inter-

national NV of a short-term revolving credit line, ma-

turing in July 2024, in the amount of €4,500 million

and partial repayments of other loans totaling €132

million;

• the signing of a new short-time revolving credit line

with Enel Finance International NV, used for €3,000

million;

• an increase in the net financial exposure on ac-

counts held with Group companies, reflecting trans-

actions totaling €3,118 million;

• the combined effect of an increase in cash collateral

of €65 million received and an increase in cash col-

lateral paid of €21 million (net amount €44 million),

both reflecting lower exposure of the underlying

contracts;

• the repayment by Enel Global Trading SpA of €6 mil-

lion on a credit line granted in 2022.

Cash and cash equivalents with banks and short-term

securities amounted to €2,121 million, an increase of

€999 million on December 31, 2023, mainly reflecting

the increase in dividends received from Group com-

panies during the year.

Please see the section “Cash flows” for more details.

Performance and financial position of Enel SpA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Cash flows

Millions of euro 2024 2023 Change

Cash and cash equivalents at the beginning of the year 1,122 4,868 (3,746)

Cash flows from operating activities 5,690 4,277 1,413

Cash flows from investing activities (1,085) (1,007) (78)

Cash flows from financing activities (3,606) (7,016) 3,410

Cash and cash equivalents at the end of the year 2,121 1,122 999

Cash flows from operating activities in 2024 were a

positive €5,690 million (€4,277 million at December

31, 2023), an increase of €1,413 million on 2023 mainly

attributable to an increase in dividends received from

subsidiaries and a decrease in cash requirements

connected with the change in net working capital,

partly offset by an increase in IRES balancing and on

account payments for Group companies participating

in the consolidated taxation mechanism.

Investing activities absorbed cash flows of €1,085

million, an increase of €78 million mainly reflecting

the capital contribution to the subsidiary Enel North

America Inc. (€1,050 million).

During the year, financing activities absorbed cash

flows of €3,606 million mainly reflecting the payment

of dividends (€4,367 million), the repayment of long-

term borrowings (€1,180 million) and of a revolving

credit line with Enel Finance International BV (€4,500

million), as well as the payment of coupons to holders

of perpetual hybrid bonds (€246 million). These pay-

ments were partly offset by the net increase in perpet-

ual hybrid bonds (€592 million), the use of a new credit

line signed with Enel Finance International BV (€3,000

million) and the net increase of long-term and short-

term financial borrowings (€3,119 million).

The cash requirements of financing and investing ac-

tivities were funded by the cash flows generated by

operating activities in the amount of €5,690 million,

which determined cash and cash equivalent at the end

of the year of €2,121 million.

Performance of the main subsidiaries

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Performance

of the main subsidiaries

Millions of euro

Financial

statements Non-current assets Current assets Total assets Non-current liabilities Current liabilities Equity Total equity and liabilities

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Endesa SA Consolidated 28,232 28,825 9,113 12,458 37,34 5 41,283 19,322 19,504 8,970 14,575 9,053 7,204 37,3 4 5 41,283

Enel Américas SA Consolidated 23,240 24,021 7, 165 9,342 30,405 33,363 7,6 89 9,149 6,871 8,806 15,845 15,408 30,405 33,363

Enel Chile SA Consolidated 10,182 9,507 2,169 2,760 12,351 12,267 5,001 4,133 2,178 3,199 5,172 4,935 12,351 12,267

Enel Italia SpA Consolidated 43,659 41,345 12,127 15,739 55,786 57,084 27,542 27, 239 18,690 25,391 9,554 4,454 55,786 57,084

Enel North

America Inc.

Consolidated 14,063 13,118 952 1,441 15,015 14,559 5,479 6,422 1,867 1,986 7,6 6 9 6,151 15,015 14,559

Enel Finance

International NV

Separate 41,274 42,663 10,373 13,648 51,647 56,311 37,732 37,823 8,232 8,275 5,683 10,213 51,647 56,311

Enel Grids Srl Separate 94 98 283 297 377 395 17 24 312 326 48 45 377 395

Enel Global

Services Srl

Separate 142 123 461 459 603 582 26 28 525 503 52 51 603 582

Enel Global Trading

SpA

Separate 222 341 7,701 14,024 7, 92 3 14,365 110 625 6,019 11,602 1,794 2,138 7, 9 2 3 14,365

Enel Green

Power SpA

Separate 1,775 1,855 587 873 2,362 2,728 1,505 1,647 499 414 358 667 2,362 2,728

Enel Holding

Finance Srl

Separate 5,287 7,872 1 2 5,288 7, 874 - - 3 - 5,285 7,874 5,288 7,874

Enel Iberia SRLU Separate 26,304 26,287 1,253 1,121 27,557 27,408 2,354 2,706 1,140 1,041 24,063 23,661 27,557 27,408

Enel Innovation

Hubs Srl

Separate - - 10 11 10 11 - - 2 3 8 8 10 11

Enel Investment

Holding BV

Separate 3 1 4 5 7 6 2 - 1 1 4 5 7 6

Enel X Srl Separate 917 994 185 172 1,102 1,166 110 112 1,044 948 (52) 106 1,102 1,166

Enel X Way Srl Separate 571 570 57 74 628 644 81 81 353 256 194 307 628 644

Enelpower Srl Separate 1 1 35 37 36 38 1 1 8 8 27 29 36 38

Enel Reinsurance -

Compagnia di

riassicurazione

SpA

(1)

Separate 582 554 852 548 1,434 1,102 738 376 141 156 555 570 1,434 1,102

(1) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

pro-forma of the merger.

Performance of the main subsidiaries

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Performance

of the main subsidiaries

Millions of euro

Financial

statements Non-current assets Current assets Total assets Non-current liabilities Current liabilities Equity Total equity and liabilities

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Endesa SA Consolidated 28,232 28,825 9,113 12,458 37,34 5 41,283 19,322 19,504 8,970 14,575 9,053 7,204 37,3 4 5 41,283

Enel Américas SA Consolidated 23,240 24,021 7, 165 9,342 30,405 33,363 7,6 89 9,149 6,871 8,806 15,845 15,408 30,405 33,363

Enel Chile SA Consolidated 10,182 9,507 2,169 2,760 12,351 12,267 5,001 4,133 2,178 3,199 5,172 4,935 12,351 12,267

Enel Italia SpA Consolidated 43,659 41,345 12,127 15,739 55,786 57,084 27,542 27, 239 18,690 25,391 9,554 4,454 55,786 57,084

Enel North

America Inc.

Consolidated 14,063 13,118 952 1,441 15,015 14,559 5,479 6,422 1,867 1,986 7,6 6 9 6,151 15,015 14,559

Enel Finance

International NV

Separate 41,274 42,663 10,373 13,648 51,647 56,311 37,732 37,823 8,232 8,275 5,683 10,213 51,647 56,311

Enel Grids Srl Separate 94 98 283 297 377 395 17 24 312 326 48 45 377 395

Enel Global

Services Srl

Separate 142 123 461 459 603 582 26 28 525 503 52 51 603 582

Enel Global Trading

SpA

Separate 222 341 7,701 14,024 7, 92 3 14,365 110 625 6,019 11,602 1,794 2,138 7, 9 2 3 14,365

Enel Green

Power SpA

Separate 1,775 1,855 587 873 2,362 2,728 1,505 1,647 499 414 358 667 2,362 2,728

Enel Holding

Finance Srl

Separate 5,287 7,872 1 2 5,288 7, 874 - - 3 - 5,285 7,874 5,288 7,874

Enel Iberia SRLU Separate 26,304 26,287 1,253 1,121 27,557 27,408 2,354 2,706 1,140 1,041 24,063 23,661 27,557 27,408

Enel Innovation

Hubs Srl

Separate - - 10 11 10 11 - - 2 3 8 8 10 11

Enel Investment

Holding BV

Separate 3 1 4 5 7 6 2 - 1 1 4 5 7 6

Enel X Srl Separate 917 994 185 172 1,102 1,166 110 112 1,044 948 (52) 106 1,102 1,166

Enel X Way Srl Separate 571 570 57 74 628 644 81 81 353 256 194 307 628 644

Enelpower Srl Separate 1 1 35 37 36 38 1 1 8 8 27 29 36 38

Enel Reinsurance -

Compagnia di

riassicurazione

SpA

(1)

Separate 582 554 852 548 1,434 1,102 738 376 141 156 555 570 1,434 1,102

(1) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

pro-forma of the merger.

Performance of the main subsidiaries

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Financial

statements Revenue Costs

Gross operating

profit/(loss)

Amortization, depreciation

and impairment losses

Operating

profit/(loss)

Net financial income/(expense)

and profit/(expense)

from equity investments Pre-tax profit/(loss) Income taxes

Profit/(Loss)

for the year

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Endesa SA Consolidated 21,307 25,459 16,014 21,682 5,293 3,777 2,222 2,132 3,071 1,645 (482) (580) 2,589 1,065 696 303 1,893 762

Enel

Américas SA

(1)

Consolidated 12,850 11,919 9,398 8,452 3,452 3,467 1 ,417 1,259 2,035 2,208 (822) (867) 1,213 1,341 317 622 2,645 1,084

Enel Chile SA Consolidated 3,905 4,823 3,199 3,679 706 1,144 341 299 365 845 (144) 154 221 999 34 250 187 749

Enel Italia SpA Consolidated 38,135 46,259 27,6 17 37,063 10,518 9,196 3,302 3,094 7, 2 16 6,102 (1,658) (1,355) 5,558 4,747 1,591 1,581 3,967 3,166

Enel North

America Inc.

Consolidated 2,157 1,887 1,027 1,241 1,130 646 536 1,810 594 (1,164) (355) (327) 239 (1,491) 74 (360) 165 (1,131)

Enel Finance

International

Separate 2,338 2,284 1,872 1,778 466 506 - - 466 506 - (16) 466 490 131 140 335 350

Enel Grids Srl Separate 364 397 367 404 (3) (7) 1 1 (4) (8) (8) (8) (12) (16) (15) (8) 3 (8)

Enel Global

Services Srl

Separate 847 898 787 834 60 64 49 59 11 5 (6) (6) 5 (1) 4 (2) 1 1

Enel Global

Trading SpA

Separate 15,772 33,683 14, 177 32,119 1,595 1,564 50 33 1,545 1,531 24 (43) 1,569 1,488 408 385 1,161 1,103

Enel Green

Power SpA

Separate 489 485 379 408 110 77 132 13 (22) 64 (79) 108 (101) 172 33 (26) (134) 198

Enel Holding

Finance Srl

Separate - - - - - - 2,586 - (2,586) - 3,225 - 639 - 3 - 636 -

Enel Iberia

SRLU

Separate 47 53 55 65 (8) (12) - - (8) (12) 705 1,499 697 1,487 (78) (155) 775 1,642

Enel Innovation

Hubs Srl

Separate 4 6 4 6 - - - - - - - - - - - - - -

Enel Investment

Holding BV

Separate 2 2 3 3 (1) (1) - - (1) (1) - - (1) (1) - - (1) (1)

Enel X Srl Separate 133 117 131 108 2 9 185 71 (183) (62) (19) (24) (202) (86) (43) 7 (159) (93)

Enel X Way Srl Separate 58 72 67 98 (9) (26) 112 488 (121) (514) (14) (8) (135) (522) (22) (13) (113) (509)

Enelpower Srl Separate - - - (4) - 4 - 1 - 3 1 1 1 4 - 1 1 3

Enel

Reinsurance -

Compagnia di

riassicurazione

SpA

(2)

Separate 218 159 213 265 5 (106) - - 5 (106) 35 - 40 (106) 10 (30) 30 (76)

(1) Profit/(Loss) for the year includes discontinued operations.

(2) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

pro-forma of the merger.

Performance of the main subsidiaries

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Financial

statements Revenue Costs

Gross operating

profit/(loss)

Amortization, depreciation

and impairment losses

Operating

profit/(loss)

Net financial income/(expense)

and profit/(expense)

from equity investments Pre-tax profit/(loss) Income taxes

Profit/(Loss)

for the year

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Endesa SA Consolidated 21,307 25,459 16,014 21,682 5,293 3,777 2,222 2,132 3,071 1,645 (482) (580) 2,589 1,065 696 303 1,893 762

Enel

Américas SA

(1)

Consolidated 12,850 11,919 9,398 8,452 3,452 3,467 1 ,417 1,259 2,035 2,208 (822) (867) 1,213 1,341 317 622 2,645 1,084

Enel Chile SA Consolidated 3,905 4,823 3,199 3,679 706 1,144 341 299 365 845 (144) 154 221 999 34 250 187 749

Enel Italia SpA Consolidated 38,135 46,259 27,617 37,063 10,518 9,196 3,302 3,094 7, 216 6,102 (1,658) (1,355) 5,558 4,747 1,591 1,581 3,967 3,166

Enel North

America Inc.

Consolidated 2,157 1,887 1,027 1,241 1,130 646 536 1,810 594 (1,164) (355) (327) 239 (1,491) 74 (360) 165 (1,131)

Enel Finance

International

Separate 2,338 2,284 1,872 1,778 466 506 - - 466 506 - (16) 466 490 131 140 335 350

Enel Grids Srl Separate 364 397 367 404 (3) (7) 1 1 (4) (8) (8) (8) (12) (16) (15) (8) 3 (8)

Enel Global

Services Srl

Separate 847 898 787 834 60 64 49 59 11 5 (6) (6) 5 (1) 4 (2) 1 1

Enel Global

Trading SpA

Separate 15,772 33,683 14, 177 32,119 1,595 1,564 50 33 1,545 1,531 24 (43) 1,569 1,488 408 385 1,161 1,103

Enel Green

Power SpA

Separate 489 485 379 408 110 77 132 13 (22) 64 (79) 108 (101) 172 33 (26) (134) 198

Enel Holding

Finance Srl

Separate - - - - - - 2,586 - (2,586) - 3,225 - 639 - 3 - 636 -

Enel Iberia

SRLU

Separate 47 53 55 65 (8) (12) - - (8) (12) 705 1,499 697 1,487 (78) (155) 775 1,642

Enel Innovation

Hubs Srl

Separate 4 6 4 6 - - - - - - - - - - - - - -

Enel Investment

Holding BV

Separate 2 2 3 3 (1) (1) - - (1) (1) - - (1) (1) - - (1) (1)

Enel X Srl Separate 133 117 131 108 2 9 185 71 (183) (62) (19) (24) (202) (86) (43) 7 (159) (93)

Enel X Way Srl Separate 58 72 67 98 (9) (26) 112 488 (121) (514) (14) (8) (135) (522) (22) (13) (113) (509)

Enelpower Srl Separate - - - (4) - 4 - 1 - 3 1 1 1 4 - 1 1 3

Enel

Reinsurance -

Compagnia di

riassicurazione

SpA

(2)

Separate 218 159 213 265 5 (106) - - 5 (106) 35 - 40 (106) 10 (30) 30 (76)

(1) Profit/(Loss) for the year includes discontinued operations.

(2) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

pro-forma of the merger.

People centricity

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

People centricity

Enel SpA employees at December 31, 2024 numbered

1,130, an increase of 221 reflecting the net balance

between new hires and terminations.

The following table reports the average number of

employees by category with comparative figures for

the previous year, as well as the headcount at Decem-

ber 31, 2024.

Average workforce Headcount

No. 2024 2023 Change at Dec. 31, 2024

Senior managers 184 165 19 189

Middle managers 593 488 105 668

White collar 271 249 22 273

Total 1,048 902 146 1,130

The following table reports changes in the workforce during the year.

Headcount

at Dec. 31, 2023 New hires Terminations Inward transfers Outward transfers

Headcount

at Dec. 31, 2024

909 38 56 346 107 1,130

People and organization

The profound social, economic, demographic, and

cultural transformations we are experiencing today,

from the energy transition to digitization and techno-

logical innovation, and the rapid rise of artificial intel-

ligence, are all profoundly affecting the world of work,

overturning paradigms and imposing major cultural

and organizational changes, all calling for new profes-

sional roles and talents.

To face this change, it is essential to act in an inclusive

manner, putting people at the center of both the world

of work and of society as a whole, equipping them

with the tools they need to face this epochal trans-

formation.

Organizations are being increasingly called upon to

orient themselves towards new agile, sustainable

business models throughout the entire value chain. It

is also essential to adopt policies that bring out the

diversity and talents of each individual, in an aware-

ness that the contribution of the individual represents

an essential element in the creation of widespread,

shared value.

The centrality of the person, constant listening, shar-

ing, enhancement of the entrepreneurial capacities

of individuals, involvement, are some of the keywords

that guide our way of working and experiencing the

Company.

Thanks to an increasingly efficient, streamlined organ-

ization, the management of human capital and the

centrality of the individual play a fundamental role in

the implementation of the Group’s industrial strategy,

as an enabling factor to which specific objectives are

linked. The main objectives are: the constant devel-

opment of skills and competencies through the pro-

motion of reskilling and upskilling for our people; the

implementation of models for assessing the working

environment and performance; the dissemination and

rigorous evaluation of the effects of diversity and in-

clusion policies in all countries where the Group has a

presence, as well as an inclusive organizational culture

based on the principles of non-discrimination and

equal opportunity, which are fundamental drivers for

attracting and retaining talent.

The Company is involved in enhancing the resilience

and flexibility of organizational models through organ-

izational and procedural simplification, with a constant

focus on designing in clear accountability among the

People centricity

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

actors involved and a procedural system with global

governance and control, digitalization of processes,

and a data driven approach.

All of this aims to enable the autonomy and account-

ability of individuals and teams by strengthening em-

powerment processes and fostering an entrepreneur-

ial approach that values people’s talents, aptitudes,

and aspirations. The hybrid working method and the

promotion of internal mobility, as well as the use of in-

novative and flexible organizational models, are tools

aimed precisely at supporting this evolution of organ-

izational culture on the basis of trust, innovation, pro-

activity, respect, and flexibility.

Health and safety

Generating a strong and sustainable safety culture

shared by all members of the organization is a stra-

tegic objective. For this reason, Enel is committed to

defining and implementing processes, conditions, and

work environments that are increasingly healthy and

safe for its employees, for the companies that collabo-

rate with it, for its customers, and for the communities

with which it interacts on a daily basis, while promoting

the continuous strengthening of a culture of safety in

part by way of dedicated training courses.

The main health and safety risks to which the em-

ployees of Enel and its contractors are exposed are

attributable to performing operational activities at

the Group’s sites and assets. These risks may shift, or

change completely, depending on economic and so-

cial trends, as well as on the introduction of digitization

in processes and operational activities. Another type

of health and safety risk is connected with non-com-

pliance with applicable laws and regulations. This can

impact on health and safety and lead to administrative

or judicial penalties, and thus produce financial and

reputational impacts on the Enel Group.

For this reason, the Group has its own Health and

Safety Management System compliant with the inter-

national UNI ISO 45001 standard. The management

system is based on the identification of threats, the

qualitative and quantitative assessment of risks, in-

cluding financial and reputational risks, the planning

and implementation of prevention and protection

measures, and the verification of the effectiveness of

such measures and any corrective actions, including

in the rigorous processes of selecting and managing

contractors. These systems make it possible to ensure

regulatory compliance, to verify the effectiveness of

processes and related corrective actions with a view

to continuous improvement and, finally, to ensure the

dissemination of a risk-based approach as well as a

robust organizational and individual culture in health

and safety issues. The key document of these systems

is the Group’s Health and Safety Policy, agreed with

the Board of Directors and signed by the CEO, which

describes the guiding principles, strategic objectives,

approach, and guidelines and priorities for the contin-

uous improvement of health and safety performance.

From an operational standpoint, health and safety risks

are specifically assessed at each site or asset based on

the activities performed by workers and the conditions

of the workplaces and external environmental condi-

tions. This assessment enables us to identify preven-

tion and protection measures for safety in the work-

place and to plan their implementation, improvement

and control in order to verify their effectiveness and

efficiency.

In addition to preventive risk assessment, Enel has de-

veloped a structured field inspection process aimed

at continuously monitoring behavior, compliance with

procedures and working methods, and consequently

the correct management of health and safety risks for

both internal personnel and external contractors. This

process, managed by both internal staff and certified

companies, allows for the identification of risk situ-

ations (non-compliance) and the related plans con-

taining corrective actions, including training courses,

coaching and dissemination of the culture of safety.

As regards contractors specifically, Enel’s approach

is to consider them as partners in embracing the key

principles of health and safety for its workers, who

are therefore considered on a par with internal em-

ployees in the application of these principles and in

their attention to workplace health and safety issues.

Therefore, safety is integrated into the procurement

process, and contractor performance is monitored

both in the preliminary phase, using the qualification

system, and in the contract execution phase, through

numerous control processes and tools such as the

Contractor Assessment (analyses of contractors’ or-

ganization, processes and working methods in the

qualification phase or in cases where critical issues

or low scores emerge in the evaluation of the indica-

tors) or the Evaluation Groups (periodic interfunctional

People centricity

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

meetings conducted across all global business lines

and geographical areas in order to evaluate the safe-

ty performance of suppliers and decide consequence

management actions).

In addition to these procedural and operational as-

pects, another important driver in the proper man-

agement of health and safety risks are training and

awareness initiatives for people within the organiza-

tion. To encourage the growth of technical skills and

a culture of safety, while supporting the processes

of change and responding in a timely manner to the

needs that emerge from doing business, Enel has

adopted a structured training management process

that aims to transform knowledge into skills and then

into behaviors.

Enel also fosters the systematic dissemination of in-

formation and awareness among personnel through a

variety of company channels, such as news on the in-

tranet, information emails, newsletters and magazines.

We periodically conduct surveys to collect feedback

from our people on process improvement and un-

dertake communication initiatives to raise awareness

among all workers about the observance of safety

procedures and to create moments of collective re-

flection on the dynamics and causes of serious or fatal

accidents.

Finally, Enel is also constantly engaged in dialogue with

international top players in the energy sector and be-

yond, through participation in inter-company working

groups to ensure continuous improvement by sharing

best practices in the health and safety field, examining

both operational processes and innovative initiatives.

Procurement, logistics and supply chain

The purchasing processes of Global Procurement and

the associated governance documents form a struc-

tured system of rules and control points that make

it possible to combine the achievement of econom-

ic business objectives with full compliance with the

fundamental principles set out in the Code of Ethics,

the Enel Global Compliance Program, the “Zero-Toler-

ance-of-Corruption” Plan and the Human Rights Poli-

cy, without renouncing the promotion of initiatives for

sustainable economic development.

From the point of view of the procurement process,

the various units adopt competitive processes that

ensure equal access opportunities to all operators

who meet the technical, financial, environmental, safe-

ty, human rights, legal, and ethical requirements.

With regard to the risk governance system, Global

Procurement is focused on the application of metrics

that indicate the level of risk before and after the mit-

igation action, in order to implement precautionary

measures to reduce uncertainty to a tolerable level or

mitigate any impacts in all business, technological and

geographical areas.

The effectiveness of supply chain risk management is

monitored by calculating an aggregate risk index for

each supplier through specific indicators – including

the probability of insolvency, the concentration of

contracts with individual suppliers or industrial groups,

the supplier’s dependence on Enel, the performance

index on the correctness of conduct throughout the

tender process, quality, punctuality and sustainability

in the execution of the contract, country risk, etc. – for

which thresholds are set that guide definition of the

procurement strategy and negotiation and awarding

of a tender, while allowing for informed selection of

potential risks and benefits.

Furthermore, the geopolitical context of the various

countries is also monitored with respect to our supply

chain of materials in order to manage market volatili-

ty and to adopt the most suitable strategies, such as

the differentiation of supply sources, to avoid inter-

ruptions in the supply chain and mitigate risks deriv-

ing from market shortages, logistical criticalities, and

business interruptions.

Research and development

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Research and development

Enel SpA does not directly engage in research and development, as within the Group those activities are per-

formed by a number of subsidiaries and associates.

Innovation

Enel’s innovation model leverages several tools to find

new solutions to business needs, that allow to involve

an extended ecosystem of industrial partners, large

companies, small and medium-sized enterprises, re-

search centers, universities, entrepreneurs and start-

ups in the innovation process. The main channels

include the www.openinnovability.enel.com crowd-

sourcing platform for innovative solutions, and the

global network of Innovation Hubs, located in the in-

novation ecosystems most relevant for the Group,

such as Europe and the United States, and which pro-

vide the main source of scouting for innovative solu-

tions. Enel provides participating companies with skills,

structures for the technical and economic validation

of new solutions in an industrial environment as well

as a global network of partners to support their devel-

opment and possible scale-up. Furthermore, through

co-development with suppliers, the Group aims to

quickly and effectively implement innovative solutions

at the pre-commercial development level and leverag-

es existing skills and the customization and transfer of

solutions already used in other production sectors.

Enel adopted the ISO 56002 standard for innovation

management. The standard covers all aspects of in-

novation management, from the birth of an idea to its

implementation on a global scale. In 2024 collabora-

tion with UNI continued with the issue of the UNI/PdR

155 practice “Management of sustainable innovation

– Guidelines for the management of sustainable inno-

vation processes in companies through open innova-

tion”. The document, of a pre-regulatory nature, is in-

tended to offer practical support for any organization

that wants to pursue the organizational and produc-

tion changes necessary to implement an effective in-

ternal process of sustainable innovation management.

Initiatives launched to promote the culture of innova-

tion within Enel in 2024 include internal webinar cycles

with the involvement of external research centers and

universities and the launch of new innovation commu-

nities on relevant technological topics; these are in-

formal working groups in which colleagues participate

spontaneously with the aim of sharing experiences

and knowledge, proposing solutions, overseeing de-

velopments in the internal and external ecosystem.

In 2024, the innovation project portfolio was simpli-

fied and constantly aligned with both the strategic di-

rections and business priorities in the various areas,

through a careful process of selection and allocation

of resources to the best initiatives in terms of value

generation, sustainability and scalability, focusing on

the development, digitalization and resilience of net-

works, flexibility, new technologies for renewable gen-

eration and models to enable new services, innovative

systems for energy storage, solutions to support safe-

ty, development of digital solutions based on artifi-

cial intelligence to improve operational efficiency and

profitability, solutions for customer electrification, new

processes and tools to engage customers and innova-

tive offer models.

During 2024, 67 Proofs of Concept were launched to

test new solutions, while 21 innovative solutions were

identified by the business for large scale implemen-

tation.

Proofs of Concept,

launched to test

innovative solutions

Solutions in scale-up

phase in the business

Research and development

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Intellectual property

Enel’s intellectual property portfolio (also referred to

below as “IP”) includes a body of information function-

al to sustainable growth, generated within an open

innovation ecosystem that finds protection and valor-

ization in IP regulation.

In 2024, Enel consolidated and further streamlined the

processes for managing the generation and exploita-

tion of intellectual property rights within the Intellectual

Property Management organizational procedure, which

looks at human capital as an essential element in the

creation of IP and aims to encourage employee partic-

ipation in the creative process, making them responsi-

ble for the strategic importance of all inventions.

In parallel, Enel progressed in the design of digital pro-

cesses for the management of intellectual property

rights provided for by the aforementioned organiza-

tional procedures. The use of proprietary digital tools,

in line with Enel’s specific needs, allows for the ration-

alization of IP titles based on business strategies, re-

porting and constant monitoring of both the status of

the Group’s entire IP portfolio and the codification of

intellectual property rights which originate from inven-

tions developed within Enel’s innovative ecosystem,

thus increasing the transparency of procedures and

the reliability of internal processes.

At December 31, 2024, the Group owned 503 patents

for industrial inventions, 265 of which are granted ti-

tles, belonging to 183 patent families, 17 utility models

and 184 design registrations.

In addition to patents, utility models and designs, IP

rights also include copyright, sui generis rights on da-

tabases and know-how.

Digitalization

Digital transformation is one of the strategic pillars for

achieving environmental, social and governance sus-

tainability objectives. Digital technology plays a central

role in reducing environmental impacts and creating

shared value for all stakeholders.

Digitalization allows us to optimize the use of natural

resources, monitor greenhouse gas emissions in real

time and implement solutions for the smart manage-

ment of electricity distribution and consumption. At

the same time, it provides a fundamental tool for pro-

moting social inclusion, improving accessibility to ser-

vices and supporting the development of digital skills

in the territories in which Enel operates.

Enel continues to adopt advanced digital technolo-

gies, such as artificial intelligence, integrating them

into operational and management processes to in-

crease efficiency, effectiveness and resilience, with

impacts on the entire value chain and on working

methods. Enel is committed to ensuring that the dig-

ital transformation process is sustainable to guaran-

tee a fair and responsible future. This means adopt-

ing ethical approaches in the design of technologies,

investing in sustainable digital infrastructures and

promoting a circular economy also in the digital

sphere. To this end, Enel is committed to integrating

sustainability into every phase of the digital process,

from design to implementation, so that each innova-

tion actively contributes to the fight against climate

change and to improvement of the living conditions

of global communities.

Cyber security

In the era of digital transformation, cyber security takes

on a key role in ensuring the normal operations of

businesses, addressing growing cyber threats and the

evolving regulatory environment. Digitalization expands

the attack surface, making it necessary to adopt a sys-

temic and proactive approach, which includes preven-

tion, monitoring and response strategies to incidents,

as well as a widespread culture of cyber security.

To monitor and manage cyber risk, Enel has defined

a Cyber Security operating model, entrusted to the

Group’s Chief Information Security Officer (CISO). The

model provides for synergy with the business units and

the coordination of strategies, policies and regulatory

compliance. The Cyber Security Committee, chaired

by the Group CEO, approves the global cyber security

strategy and monitors its implementation, while secu-

rity governance is subject to constant review by the

main executive and control bodies.

Research and development

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

The Cyber Security Framework, adopted in 2017, es-

tablishes the principles and operational processes to

protect IT (Information Technology), OT (Operational

Technology) and IoT (Internet of Things) environments,

providing a cyber risk management system to identify

and mitigate threats. A key element is the Cyber Emer-

gency Readiness Team (CERT), active 24/7, to proactive-

ly manage and respond to cyber incidents, through so-

phisticated data monitoring and correlation systems. In

2024, CERT responded to 31 cyber incidents classified

as potentially medium-high impact, none as a critical.

Enel’s approach is based on resilience and collabora-

tion between the public and private sectors to protect

critical infrastructures, minimizing risks and ensuring a

high capacity to respond to cyber threats.

In line with the integrated and holistic approach

adopted by the Group for the management of cyber

risk, various initiatives are implemented that act in

three fundamental areas, namely people, processes

and technologies, since each of them plays a crucial

role in the protection of company resources.

Firstly, awareness-raising and continuous training

activities are promoted, with mandatory content, for

all Group employees, in order to develop a culture of

cyber security and increase awareness of threats and

attacks that target the human vector. At the process

level, detailed policies, procedures and guidelines are

adopted that define the rules and principles of cyber

security, together with the security controls (aligned

with international standards and industry best practic-

es) to be designed and applied (e.g. management and

control of access to company systems, analysis and

management of cyber incidents). Finally, advanced

technological tools and solutions are implemented to

ensure adequate protection of company resources

against cyber threats, and technical security controls

are constantly carried out, also with the support of ap-

propriately selected independent external suppliers, in

all the Group’s environments (IT, OT and IoT) in order to

identify any vulnerabilities and mitigate the associated

risks.

Risk management

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Risk management

The Enel Group risk governance model

In its capacity as an industrial holding company, Enel

SpA is exposed to the same risks associated with the

Group’s business.

In this regard, consistently with the internal control

and risk management system (ICRMS), Enel has also

adopted a risk governance model based on a num-

ber of “pillars” described in the following, as well as

a uniform taxonomy of risks (the “risk catalogue”)

that facilitates their management and organic rep-

resentation.

The “pillars” of risk governance

Enel has adopted a reference framework for risk gov-

ernance that is implemented in the real world through

the establishment of specific management, monitor-

ing, control and reporting controls for each of the risk

categories identified.

The Group’s risk governance model is in line with the

best national and international risk management prac-

tices and is based on the following pillars:

• Lines of defense. The Group’s arrangements are

structured along three lines of defense for risk man-

agement, monitoring and control activities, in com-

pliance with the principle of segregating roles in the

main areas in respect of significant risks.

• Group Risk Committee. This body, set up at man-

agement level and chaired by the Chief Executive

Officer, is responsible for strategic guidance and

risk management supervision through:

• analysis of the main exposures and the main risk

issues faced by the Group;

• adoption of specific risk policies applicable to

Group companies, in order to identify roles and

responsibilities in risk management, monitoring

and control processes, in compliance with the

principle of organizational separation between

the units responsible for operations and those re-

sponsible for monitoring and controlling risks;

• approval of specific operating limits, authorizing,

where necessary and appropriate, exceptions to

these limits for specific circumstances or needs;

• definition of risk response strategies.

The Group Risk Committee generally meets four

times a year and can also be convened, where

deemed necessary, by the Chief Executive Officer

and the head of the “Risk Control” unit, which forms

part of the “Administration, Finance and Control”

function.

• Integrated and widespread system of local risk

committees. The presence of specific local risk

committees, organized in accordance with the

main global business lines and geographical ar

eas of Group operations and chaired by their re-

spective top managers, provides adequate over-

sight of the most characteristic risks at the local

level. The coordination of these committees with

the Group Risk Committee facilitates appropri

ate agreement with Group top management of

the information and mitigation strategies for the

most significant exposures, as well as local imple

mentation of the guidelines and strategies de-

fined at Group level.

LINES

OF DEFENSE

GROUP RISK

COMMITTEE

LOCAL

RISK

COMMITTEES

RISK

APPETITE

FRAMEWORK

POLICY

REPORTING

Risk management

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

• Risk Appetite Framework (RAF). The Risk Appetite

Framework constitutes the reference framework for

determining risk appetite and is an integrated and

formalized system of elements that enable the defi-

nition and application of a single approach to the

management, measurement and control of each

risk. The RAF is summarized in the Risk Appetite

Statement, a document that summarily describes

the risk strategies identified and the indicators and/

or limits applicable to each risk.

• Policies. The allocation of responsibilities, coordina-

tion mechanisms and the main control activities are

represented in specific policies and organization-

al documents defined in accordance with specific

approval procedures involving the corporate struc-

tures directly involved.

• Reporting. Specific and regular information flows on

risk exposures and metrics, broken down at Group

level and by individual global business line or geo-

graphical area, allow Enel’s top management and

corporate bodies to have an integrated view of the

Group’s main risk exposures, both current and pro-

spective.

• Risk Landscape Enel Group

. Acting on the basis of

its risk governance arrangements and on the inter-

national risk management standard ISO 31000:2018,

the Group constantly monitors risks using a pro-

cess supported by a data visualization tool (e-Risk

Landscape

). This system collects and organizes

information coming from the different geographi-

cal areas and business lines of the Group, catego-

rizing them in accordance with the definition in the

Group’s risk catalogue. The monitoring and control

process involves the assignment of metrics based

on the risk events’ probability of occurrence (likeli-

hood) and the scale of potential economic-financial

impact, providing the Group’s top management with

a dynamically updated view of the Group’s risk pro-

file and the associated management and mitigation

actions. These dimensions, modulated through rep-

resentative grids, provide an indication of the level

of individual risks.

At December 31, 2024 the Enel Group monitored a set

of about 400 risks, 14 of which were identified as Top

Risks (with an above average likelihood and significant

potential financial impacts), mainly identified as regu-

latory and legal/tax risks and/or uncertainties.

Macro-category Compliance Digital technology

Strategic

Financial

Operational

Likelihood

Impact

0 1 2 3 4 5

Governance and culture

Area Top Risks

The Enel Group Risk Landscape

enables the selec-

tion and visualization of medium-to-high risks (i.e.

excluding highly unlikely and/or low impact events).

It is also possible to make a multidirectional selection:

• by category;

• by country/legal entity;

• by business line.

Risk management

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

With regard to the Top Risks identified and examined

for the Plan period, we find the greater concentration

of strategic risks (5), in particular legislative-regulato-

ry risks, and compliance risks (9), mainly deriving from

exposure to tax litigation or compliance with other

rules and regulations.

ComplianceMacro-category Strategic

Likelihood

Impact

2.5 3.0 3.5 4.0 4.5 5.0

The Group risk catalogue

Enel has adopted a risk catalogue that represents a

point of reference at the Group level and for all corpo-

rate units involved in risk management and monitoring

processes. The adoption of a common language facili-

tates the mapping and comprehensive representation

of risks within the Group, thus facilitating the identi-

fication of the main types of risk that impact Group

processes and the roles of the organizational units

involved in their management.

The risk catalogue groups the types of risk into mac-

ro-categories, which include, as shown below, strate-

gic, financial and operational risks, (non)-compliance

risks, risks related to governance and culture as well

as digital technology. The following diagram shows the

classification of risks currently identified and classified

within the aforementioned macro-categories.

RISKS

• Corporate culture and ethics

• Corporate governance

• Stakeholders’ engagement

Governance

and culture

• Cyber security

• Digitalization

• IT effectiveness

• Service continuity

Digital

technology

• Capital structure adequacy

and funding access

• Commodity

• Credit and counterparty

• Exchange rate

• Interest rate

• Liquidity

Financial

• Asset protection

• Business interruption

• Customers’ needs and satisfaction

• Environment

• Health and safety

• Intellectual property

• People and organization

• Process efficiency

• Procurement, logistic and supply chain

• Service quality management

Operational

• Accounting compliance

• Antitrust compliance and consumers’ rights

• Corruption

• Data protection

• External disclosure

• Financial Regulation Compliance

• Sustainability Compliance

• Tax compliance

• Compliance with other

laws and regulations

Compliance

• Climate change

• Competitive landscape

• Innovation

• Legislative and regulatory

developments

• Macroeconomic and

geopolitical trends

• Strategic planning and

capital allocation

Strategic

Outlook

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Outlook

In November 2024, the Group presented its new

Strategic Plan for 2025-2027 with a strategy main-

ly focused on core countries and on flexible capital

allocation, with the aim of increasing investments in

regulated assets with solid and predictable returns.

For the three-year period 2025-2027, the Enel Group

confirmed the strategic pillars presented with the pre-

vious 2024-2026 Plan:

• profitability, flexibility and resilience, pursuing value

creation through selective capital allocation to opti-

mize the Enel Group’s risk/return profile, while keep-

ing a flexible approach;

• effectiveness and efficiency, pursuing the contin-

uous optimization of processes, activities and the

product and services portfolio, strengthening cash

generation and developing innovative solutions to

increase the value of existing assets;

• financial and environmental sustainability to main-

tain a solid structure, ensure the flexibility needed

for growth and address the challenges of climate

change.

The new Strategic Plan for 2025-2027 provides for a

total gross capex of about €43 billion, an increase of

about €7 billion compared with the previous Plan, al-

located as follows:

• €26 billion in Grids, to improve the resilience, digi-

talization and efficiency of the distribution network.

The Group will also continue its advocacy efforts to

promote regulatory frameworks that support the

central role of grids in the energy transition;

• €12 billion in Renewable Generation, with a flexible

capital allocation and a selective approach aimed

at maximizing returns and minimizing risks, also

taking advantage of brownfield opportunities, with

the aim of further improving profitability. Over the

plan period, we expect to add approximately 12 GW

of capacity, with an improved technology mix that

includes over 70% onshore wind and programma-

ble technologies (hydro and batteries), reaching a

total installed renewable capacity of about 76 GW

in 2027;

• €2.7 billion in the Retail segment to enhance inte-

grated bundled offers and improve customer and

service management.

As a result of these strategic actions, in 2027 Group

ordinary EBITDA is expected to grow to between €24.1

and €24.5 billion, and Group net ordinary income is

expected to increase to between €7.1 and €7.5 billion.

The Group 2024 financial results allow us to propose

to the next Shareholders’ Meeting the distribution of a

total dividend of €0.47 per share, exceeding the min-

imum fixed dividend per share (DPS) of €0.43 in the

previous Plan.

In the period 2025-2027, the implementation of stra-

tegic actions is expected to translate into visible and

highly predictable returns; thus, the dividend policy

provides for a minimum annual fixed DPS of €0.46

and a potential increase up to a payout of 70% on the

Group net ordinary income. Compared to the previous

dividend policy, the constraint of achieving cash flow

neutrality has also been removed.

In 2025 Enel plans:

• investments in distribution grids focusing on geo-

graphical areas with a more balanced and clearer

regulatory framework;

• selective investments in renewables, aimed at maxi-

mizing the return on invested capital and minimizing

risks;

• active management of the customer portfolio

through bundled multi-play offers.

Outlook

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

In view of the foregoing, the financial targets on which the Group’s 2025-2027 Plan is based are reported below.

Financial targets

Profit growth 2024 2025 2027

Ordinary EBITDA (€ billions) 22.8 22.9-23.1 24.1-24.5

Ordinary profit (€ billions) 7. 1 6.7-6.9 7. 1 -7.5

Value creation

DPS (€/shares) 0.47

0.46

(1)

0.46

(1)

Increase in DPS up to a payout of 70%

of ordinary profit

(1) Minimum DPS.

Other information

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Other information

Approval of the separate financial statements

The Shareholders’ Meeting called to approve the

separate financial statements, as provided for by

Article 9.2 of the bylaws of Enel SpA, shall be called

within 180 days of the close of the financial year. The

use of that time limit rather than the ordinary limit

of 120 days from the close of the financial year, per-

mitted under Article 2364, paragraph 2, of the Ital-

ian Civil Code, is justified by the fact that the Com-

pany is required to prepare consolidated financial

statements.

Disclosures on sustainability reporting

Legislative Decree 125 of September 6, 2024, which

came into force on September 25 of the same year,

implemented in Italy Directive (EU) 2022/2464,

which amended Regulation (EU) 537/2014, Directive

2004/109/EC, Directive 2006/43/EC and Directive

2013/34/EU in respect of corporate sustainability

reporting. The decree provides specific indications

about the scope of sustainability reporting, which can

be prepared on an individual basis in the separate fi-

nancial statements, or on a consolidated basis.

Enel SpA, in its capacity as Parent Company, prepares

the consolidated Sustainability Statement pursuant to

Article 4 of the Decree, to be included in the Report

on Operations in the Integrated Annual Report of the

Enel Group and published in the “Financials” section

of the website (https://www.enel.com/investors/finan-

cials). Therefore, the Company falls within the provi-

sions of Article 4, paragraph 12, of Legislative Decree

125/2024, according to which the Parent Company

preparing the consolidated Sustainability Statement is

not required to prepare an individual statement in the

Report on Operations of the financial statements.

Disclosures on financial instruments

The disclosures on financial instruments required by

Article 2428, paragraph 2, no. 6-bis of the Italian Civil

Code are reported in the following notes to the finan-

cial statements: 31 “Financial instruments”, 32 “Risk

management”, 33 “Derivatives and hedge accounting”

and 34 “Fair value measurement”.

Transactions with related parties

For more information on transactions with related parties, please see note 36.

Own shares

At December 31, 2024, treasury shares are represent-

ed by 12,079,670 ordinary shares of Enel SpA with a

par value of €1.00 each (9,262,330 at December 31,

2023), purchased through an authorized intermediary.

Other information

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Atypical or unusual operations

Pursuant to the CONSOB Notice of July 28, 2006,

the Company did not carry out any atypical or un-

usual operations in 2024. Such operations include

transactions whose significance, size, nature of the

counterparties, subject matter, method for calcu-

lating the transfer price or timing could give rise to

doubts concerning the propriety and/or complete-

ness of disclosure, conflicts of interest, preservation

of company assets or protection of non-controlling

shareholders.

Subsequent events

Significant events following the close of the year are

discussed in note 41.

Incentive system

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Incentive system

Enel’s remuneration policy for 2024, which was adopt-

ed by the Board of Directors acting on a proposal of

the Nomination and Compensation Committee and

approved by the Shareholders’ Meeting of May 23,

2024, was formulated on the basis of (i) the recom-

mendations of the Italian Corporate Governance

Code published on January 31, 2020; (ii) national and

international best practice; (iii) the guidance provided

by the favorable vote of the Shareholders’ Meeting of

May 10, 2023 on the remuneration policy for 2023; (iv)

the results of the engagement activity on environ-

mental, social and governance issues pursued by the

Company between the end of January and the begin-

ning of March 2024 with the leading proxy advisors

and some Enel’s institutional investors; (v) the findings

of the benchmark analysis of the remuneration of the

Chairman of the Board of Directors, the Chief Exec-

utive Officer/General Manager and the non-executive

directors of Enel for 2023, which was performed by the

independent consultant Willis Towers Watson.

This policy is intended to (i) foster Enel’s sustainable

success, which takes the form of creating long-term

value for the benefit of shareholders, taking due con-

sideration of the interests of other key stakeholders,

so as to incentivize the achievement of strategic

objectives; (ii) attract, retain and motivate personnel

with the professional skills and experience required

by the sensitive managerial duties entrusted to them,

taking into account the remuneration and working

conditions of the employees of the Company and the

Enel Group; and (iii) promote the corporate mission

and values.

The 2024 remuneration policy adopted for the Chief

Executive Officer/General Manager and key manage-

ment personnel envisages:

• a fixed component;

• a short-term variable component (MBO) that will be

paid out on the basis of achievement of specific

performance objectives. Namely:

• for the CEO/General Manager, annual objectives

have been set for the following components of

the 2024 MBO mechanism:

– consolidated net ordinary profit (with a weight

equal to 30% of the total);

– consolidated cash cost (with a weight equal to

20% of the total);

– funds from operations/consolidated net fi-

nancial debt (with a weight equal to 20% of

the total);

– commercial complaints received at the Group

level (with a weight equal to 10% of the total);

– workplace injury frequency rate, accompanied

by a gate objective represented by fatal injuries

(with a weight equal to 20% of the total).

Therefore, the overall weight of the sustainabili-

ty-related objectives (i.e. commercial complaints

received at the Group level and the safety-relat-

ed objective) within the short-term variable re-

muneration of the CEO/General Manager is con-

firmed at 30%.

For each objective, an incentive equal to 50% of

the base bonus is paid upon achievement of the

access threshold, while 100% and 150% of the

base bonus are paid upon reaching the perfor-

mance and overperformance targets, respectively

(with linear interpolation, except for the objective

relating to Safety). For performances below the

access threshold, no incentive is expected;

• for key management personnel, the respective

MBOs identify objective and specific annual goals

connected with the Strategic Plan. They are deter-

mined jointly by the Administration, Finance and

Control function and the People and Organization

function; as regards the short-term variable re-

muneration, it can vary, based on the achievement

of the various performance targets, from a mini-

mum (equal to 80% of the target level under which

no incentive is due) to a maximum (predefined and

connected with overperformance results in re-

spect of the assigned objectives, equal to 150%

of the target level) which varies according to the

different business environment of the Group;

• a long-term variable component linked to participa-

tion in specific long-term incentive plans. In particu-

lar, for 2024 this component is linked to participation

in the Long-Term Incentive Plan for the manage-

ment of Enel SpA and/or its subsidiaries pursuant to

Article 2359 of the Italian Civil Code (2024 LTI Plan),

which establishes three-year performance targets

for the following:

• Enel’s average TSR (Total Shareholder Return)

compared with the average TSR for the EURO

Incentive system

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

STOXX Utilities - EMU index for the 2024-2026 pe-

riod (with a weight equal to 45% of the total);

• ROIC (Return on Invested Capital) - WACC (Weight-

ed Average Cost of Capital), cumulative for 2024-

2026 (with a weight equal to 30% of the total);

• intensity of Scope 1 and Scope 3 GHG emissions

connected with the Group’s integrated power

operations (gCO

2eq

/kWh) in 2026, accompanied

by a gate objective represented by the intensity

of Scope 1 GHG emissions connected with the

Group’s power generation (gCO

2eq

/kWh) in 2026

(with a weight equal to 15% of the total);

• percentage of women in top and middle manage-

ment at the end of 2026 (with a weight equal to

10% of the total).

The component of these two ESG-related perfor-

mance objectives has a total weight of 25% and takes

into account the now consolidated attention of the

financial community for ESG issues, here with a par-

ticular emphasis on the fight against climate change

and gender diversity.

For each objective, the system provides for an incen-

tive of 130% (for the CEO/General Manager of Enel)

or of 100% (for other beneficiaries) of the base value

upon achievement of the target, while upon achieve-

ment of the overperformance target the incentive ris-

es to (i) 150% (Over I level) or (ii) 280% (for CEO/General

Manager of Enel) or 180% (for other beneficiaries) of

the base value (Over II level), with the possibility of lin-

ear interpolation between the thresholds.

The 2024 LTI Plan establishes that any bonus accrued

is represented by an equity component, which can be

supplemented – depending on the level of achieve-

ment of the various targets – by a cash component.

More specifically, of the total incentive vested, the

2024 LTI Plan establishes that: (i) for the CEO/General

Manager of Enel, the incentive shall be paid entirely in

Enel shares up to 150% of the base value; (ii) for man-

agers reporting directly to the CEO/General Manager

of Enel, including key management personnel, the

incentive shall be paid entirely in Enel shares up to

100% of the base value; and (iii) for beneficiaries oth-

er than those specified under (i) and (ii), the incentive

shall be paid entirely in Enel shares up to 65% of the

base value. The 2024 LTI Plan provides that the shares

to be disbursed pursuant to the latter provisions shall

be purchased previously by Enel and/or its subsidi-

aries. In addition, the disbursement of a significant

portion of long-term variable remuneration (70% of

the total) is deferred to the second year following the

three-year performance period covered by the 2024

LTI Plan.

For more information on the remuneration policy for

2024, please see Enel’s “Report on the remuneration

policy for 2024 and compensation paid in 2023”, which

is available on the Company’s website (www.enel.com).

The following table shows the pay ratio for 2024 and

2023, i.e. the difference between the total annual re-

muneration of the CEO/General Manager of Enel and

the median annual pay of the Group’s employees. For

completeness of information’s sake, the same ratio is

provided also with reference to the fixed component

of the remuneration.

% 2024 2023

Pay Ratio – Ratio between the total remuneration of the CEO/GM of Enel

in office from May 12, 2023 and the average gross annual remuneration

of the Group’s employees

(1)

65x

(31x fixed remuneration)

45x

(21x fixed remuneration)

(1) Figures for 2023 have been restated for comparative purposes, by applying the 2024 exchange rate to 2023 remunerations.

CHAPTER 2

Corporate

GOVERNANCE

Report on corporate governance and ownership structure

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Report on corporate

governance and ownership

structure

2. Available from the website of Borsa Italiana (at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf).

3. The Corporate Governance Code defines a “large company” as any company whose capitalization was greater than €1 billion on the last Ex-

change business day of each of the previous three calendar years, while a “company with concentrated ownership” is any company in which a

single shareholder (or a plurality of shareholders which participates in a shareholders’ voting agreement) holds, directly or indirectly (through

subsidiaries, trustees or third parties), the majority of the votes that can be exercised in the ordinary shareholders’ meeting.

The corporate governance system of Enel SpA (“Enel”)

is compliant with the principles set forth in the Italian

Corporate Governance Code,

adopted by the Compa-

ny as a “large company” without “concentrated owner-

ship,

and with international best practice adopted by

the Company, and with international best practice.

The corporate governance system adopted by Enel is

essentially aimed at achieving sustainable success, as

it is aimed at creating value for the shareholders over

the long term, taking into account the environmental

and social importance of the Enel Group’s business

operations and the consequent need, in conducting

such operations, to adequately consider the interests

of all relevant stakeholders.

In compliance with Italian legislation governing listed

companies, Enel’s organization comprises the follow-

ing bodies:

• a Board of Directors charged with managing the

Company, which has established (i) internal Board

committees whose functions include the prelim-

inary analysis of issues, the development of rec-

ommendations and the performance of advisory

functions, in order to ensure the adequate internal

allocation its functions, as well as (ii) a committee

for transactions with related parties, which performs

the functions envisaged by applicable legislation

and specific company procedure;

• a Board of Statutory Auditors charged with monitor-

ing: (i) compliance with the law and the bylaws, and

with the principles of sound administration in the

performance of company business; (ii) the financial

reporting process, as well as the adequacy of the

organizational structure, the internal control system

and the administrative-accounting system of the

Company; (iii) the statutory auditing of the annual

accounts and the consolidated accounts, as well

as the independence of the Audit Firm; and (iv) the

manner in which the corporate governance rules set

out in the Corporate Governance Code are actually

implemented;

• a Shareholders’ Meeting, which is competent to take

decisions concerning, among other issues – in or-

dinary or extraordinary session: (i) the appointment

and termination of members of the Board of Direc-

tors and the Board of Statutory Auditors and their

compensation and any stockholders’ suits; (ii) the

approval of the separate financial statements and al-

location of profit; (iii) the purchase and sale of treas-

ury shares; (iv) the remuneration policy and its im-

plementation; (v) stock-based compensation plans;

(vi) amendments of the bylaws; (vii) mergers and de-

mergers; and (viii) the issue of convertible bonds.

The statutory auditing of the accounts is performed

by a specialized firm entered in the appropriate official

on the basis of a reasoned proposal of the Board of

Statutory Auditors.

Report on corporate governance and ownership structure

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

For more detailed information on the corporate gov-

ernance system, please see the Report on Corporate

Governance and Ownership Structure of Enel, which

has been published on the Company’s website (http://

www.enel.com, in the “Governance” section).

Paolo Scaroni

Chairman

Flavio Cattaneo

Chief Executive

Officer and

General Manager

Johanna Arbib

Mario Corsi

Olga Cuccurullo

Dario Frigerio

Fiammetta Salmoni

Alessandra Stabilini

Alessandro Zehentner

Barbara Tadolini (C)

Luigi Borré

Maura Campra

SHAREHOLDERS’

MEETING

AUDIT FIRM

BOARD

OF DIRECTORS

CONTROL

AND RISK

PARTIES

BOARD

OF STATUTORY

AUDITORS

KPMG SpA

Committee Committee

Committee

NOMINATION

COMPENSATION

and

CORPORATE

GOVERNANCE

SUSTAINABILITY

and

CHAPTER 3

Separate

FINANCIAL

STATEMENTS

CHAPTER 3

Separate

FINANCIAL

STATEMENTS

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Separate financial

statements

Income Statement

Euro Notes 2024 2023

of which with

related parties

of which with

related parties

Revenue

Revenue from sales and services

4.a 110,210,076 108,726,988 107,242,614 107, 17 7,47 1

Other income

4.b 10,931,376 10,005,541 55,953,225 12,301,276

(Subtotal) 121,141,452 163,195,839

Costs

Purchase of consumables

5.a 472,230 333,332 411,658 230,382

Services, leases and rentals

5.b 176,611,642 123,843,455 201,897,034 125,570,450

Personnel expenses

5.c 145,853,420 135,217,154

Depreciation, amortization

and impairment losses

5.d 3,585,062,116 718,632,977

Other operating costs

5.e 13,7 17, 2 03 321,670 47,150,940 411,287

(Subtotal) 3,921,716,611 1,103,309,763

Operating loss (3,800,575,159) (940,113,924)

Income from equity investments

6 6,562,676,857 6,562,253,256 4,269,179,595 4,268,761,567

Financial income from derivatives

7 550,480,785 151,027,831 906,666,335 421,215,400

Other financial income

8 547,379,094 463,709,232 481,633,806 386,665,830

Financial expense from derivatives

7 454,096,754 247,184,252 868,999,445 342,163,853

Other financial expense

8 951,712,079 594,980,195 952,414,076 449,181,865

(Subtotal) 6,254,727,903 3,836,066,215

Pre-tax profit 2,454,152,744 2,895,952,291

Income taxes

9 (143,822,837) (135,857,564)

PROFIT FOR THE YEAR 2,597,975,581 3,031,809,855

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Statement of Comprehensive Income

Euro Notes 2024 2023

Profit for the year 2,597,975,581 3,031,809,855

Other comprehensive income/(expense) that may be subsequently

reclassified to profit or loss (net of taxes)

Effective portion of change in the fair value of cash flow hedges (69,687,626) (55,299,318)

Change in the fair value of hedging costs 5,691,741 (45,732)

Other comprehensive income/(expense) that may not be subsequently

reclassified to profit or loss

Remeasurement of net liabilities/(assets) for defined-benefit plans 1,025,912 (5,254,233)

Change in the fair value of equity investments in other companies 543,665 1,239,631

Total other comprehensive income/(loss)

22 (62,426,308) (59,359,652)

Comprehensive income/(loss) for the year 2,535,549,273 2,972,450,203

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Statement of Financial Position

Euro

ASSETS Notes at Dec. 31, 2024 at Dec. 31, 2023

of which with

related parties

of which with

related parties

Non-current assets

Property, plant and equipment

10 11,040,700 9,325,876

Intangible assets

11 76,038,873 130,536,624

Deferred tax assets

12 111,027,875 105,795,799

Equity investments

13 58,477,671,111 60,917,485,264

Non-current financial derivative assets

14 179,012,959 38,744,498 260,558,273 17,582,012

Other non-current financial assets

15 4,063,517 9,732,013

Other non-current assets

16 67,781,550 56,322,369 72,985,571 64,126,969

(Total) 58,926,636,585 61,506,419,420

Current assets

Trade receivables

17 196,776,243 196,137,183 167,063,646 167,043,846

Income tax assets

18 189,187,706 309,389,752

Current financial derivative assets

14 107,413,717 3,497,352 76,246,594 55,833,206

Other current financial assets

19 2,677,499,947 2,164,987,799 6,482,654,926 5,951,617,471

Other current assets

20 1,181,303,651 1,144,532,311 1,581,057,389 1,552,330,980

Cash and cash equivalents

21 2,120,979,729 1,122,155,615

(Total) 6,473,160,993 9,738,567,922

TOTAL ASSETS 65,399,797,578 71,244,987,342

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Euro

LIABILITIES AND EQUITY Notes at Dec. 31, 2024 at Dec. 31, 2023

of which with

related parties

of which with

related parties

Equity

Share capital 10,166,679,946 10,166,679,946

Treasury share reserve (78,488,831) (59,391,451)

Equity instruments – perpetual hybrid

bonds

7,145,440,752 6,553,164,779

Other reserves 11,744,653,163 11,785,045,273

Retained earnings/(loss carried forward) 6,995,391,684 8,591,640,579

Profit for the year

(1)

412,139,393 845,973,667

TOTAL EQUITY

22 36,385,816,107 37,883,112,793

Non-current liabilities

Long-term borrowings

23 17,345,071,030 14,141,712,688 17,855,165,462 14,274,103,557

Employee benefits

24 112,028,460 120,706,096

Non-current portion of provisions for risks

and charges

25 14,817,397 20,741,948

Deferred tax liabilities

12 32,568,605 43,103,814

Non-current financial derivative liabilities

14 581,486,286 90,727,164 619,923,490 104,107,038

Other non-current liabilities

26 17, 2 07, 167 8,532,511 20,538,647 8,512,767

(Subtotal) 18,103,178,945 18,680,179,457

Current liabilities

Short-term borrowings

23 6,410,053,437 6,305,554,497 8,631,664,059 8,461,461,359

Current portion of long-term borrowings

23 567,396,256 132,390,869 1,179,258,322 132,390,869

Current portion of provisions for risks

and charges

25 13,889,336 9,194,092

Trade payables

27 131,515,810 81,350,389 134,532,360 86,850,266

Current financial derivative liabilities

14 101,826,471 66,420,147 105,519,013 19,558,734

Other current financial liabilities

28 178,340,384 98,154,930 226,230,895 110,995,822

Other current liabilities

30 3,507,780,832 551,024,280 4,395,296,351 824,782,216

(Subtotal) 10,910,802,526 14,681,695,092

TOTAL LIABILITIES 29,013,981,471 33,361,874,549

TOTAL LIABILITIES AND EQUITY 65,399,797,578 71,244,987,342

(1) Profit for the year of €2,598 million (€3,032 million in 2023) is reported net of the interim dividend of €2,186 million (€2,186 million in 2023).

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Statement of Changes in Equity (note 22)

Euro Share capital

premium

reserve

Negative

treasury

reserve

Equity

instruments

reserve –

perpetual

hybrid bonds Legal reserve

Reserve

pursuant to

Law 292/1993

Other

reserves

Hedging

reserve

Hedging

costs reserve

Reserve from

measurement

of financial

assets FVOCI

Actuarial

reserve

Retained

earnings

Profit

for the year Total equity

At January 1, 2023 10,166,679,946 7,496,016,063 (47,077,924) 5,567,47 7,464 2,033,335,988 2,215,444,500 137,486,133 (23,849,707) (3,409,291) 1,832,546 (21,408,822) 5,695,687,373 5,124,029,959 38,342,244,228

Purchase of treasury shares - - (21,028,919) - - - 21,073,852 - - - - (25,643,550) - (25,598,617)

Reserve for share-based

payments (LTI)

- - - - - - (3,311,691) - - - - - - (3,311,691)

Issue of own shares - - 8,715,392 - - - (8,804,646) - - - - 9,072,425 - 8,983,171

Equity instruments –

perpetual hybrid bonds

- - - 985,687,315 - - - - - - - - - 985,687,315

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - (181,768,696) - (181,768,696)

Allocation of 2022 profit

Distribution of dividends - - - - - -

- - - - - - (2,033,335,989) (2,033,335,989)

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - 123,434,990 (123,434,990) -

Retaining earnings - - - - - - - - - - - 2,968,689,739 (2,967,258,980) 1,430,759

2023 interim dividend

(1)

- - - - - - - - - - - 2,168,298 (2,185,836,188) (2,183,667,890)

Comprehensive income

for the year

Other comprehensive

income

- - - - - -

- (55,299,318) (45,732) 1,239,631 (5,254,233) - - (59,359,652)

Profit for the year - - - - - - - - - - - - 3,031,809,855 3,031,809,855

At December 31, 2023 10,166,679,946 7,496,016,063 (59,391,451) 6,553,164,779 2,033,335,988 2,215,444,500 146,443,648 (79,149,025) (3,455,023) 3,072,177 (26,663,055) 8,591,640,579 845,973,667 37,883,112,793

Purchase of treasury shares - - (25,916,845) - - - 25,916,845 - - - - (21,347,147) - (21,347,147)

Reserve for share-based

payments (LTI)

- - - - - - 2,936,818 - - - - - - 2,936,818

Issue of own shares - - 6,819,465 - - - (6,819,465) - - - - 6,607,463 - 6,607,463

Equity instruments –

perpetual hybrid bonds

- - - 592,275,973 - - - - - - - - - 592,275,973

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - (246,412,117) - (246,412,117)

Allocation of 2023 profit

Distribution of dividends - - - - - -

- - - - - (1,525,001,992) (660,834,196) (2,185,836,188)

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - 181,768,696 (181,768,696) -

Retaining earnings - - - - - - - - - - - 5,539,073 (3,370,775) 2,168,298

2023 interim dividend

(2)

- - - - - - - - - - - 2,597,129 (2,185,836,188) (2,183,239,059)

Comprehensive income

for the year

Other comprehensive

income

- - - - - -

- (69,687,626) 5,691,741 543,665 1,025,912 - - (62,426,308)

Profit for the year - - - - - - - - - - - - 2,597,975,581 2,597,975,581

At December 31, 2024 10,166,679,946 7,496,016,063 (78,488,831) 7,145,440,752 2,033,335,988 2,215,444,500 168,477,846 (148,836,651) 2,236,718 3,615,842 (25,637,143) 6,995,391,684 412,139,393 36,385,816,107

(1) Approved by the Board of Directors on November 7, 2023 and paid as from January 24, 2024.

(2) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025.

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Euro Share capital

premium

reserve

Negative

treasury

reserve

Equity

instruments

reserve –

perpetual

hybrid bonds Legal reserve

Reserve

pursuant to

Law 292/1993

Other

reserves

Hedging

reserve

Hedging

costs reserve

Reserve from

measurement

of financial

assets FVOCI

Actuarial

reserve

Retained

earnings

Profit

for the year Total equity

Purchase of treasury shares - - (21,028,919) - - - 21,073,852 - - - - (25,643,550) - (25,598,617)

Reserve for share-based

payments (LTI)

- - - - - - (3,311,691) - - - - - - (3,311,691)

Issue of own shares - - 8,715,392 - - - (8,804,646) - - - - 9,072,425 - 8,983,171

Equity instruments –

perpetual hybrid bonds

- - - 985,687,315 - - - - - - - - - 985,687,315

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - (181,768,696) - (181,768,696)

Allocation of 2022 profit

Distribution of dividends - - - - - -

- - - - - - (2,033,335,989) (2,033,335,989)

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - 123,434,990 (123,434,990) -

Retaining earnings - - - - - - - - - - - 2,968,689,739 (2,967,258,980) 1,430,759

2023 interim dividend

(1)

- - - - - - - - - - - 2,168,298 (2,185,836,188) (2,183,667,890)

Comprehensive income

for the year

Other comprehensive

income

- - - - - -

- (55,299,318) (45,732) 1,239,631 (5,254,233) - - (59,359,652)

Profit for the year - - - - - - - - - - - - 3,031,809,855 3,031,809,855

Purchase of treasury shares - - (25,916,845) - - - 25,916,845 - - - - (21,347,147) - (21,347,147)

Reserve for share-based

payments (LTI)

- - - - - - 2,936,818 - - - - - - 2,936,818

Issue of own shares - - 6,819,465 - - - (6,819,465) - - - - 6,607,463 - 6,607,463

Equity instruments –

perpetual hybrid bonds

- - - 592,275,973 - - - - - - - - - 592,275,973

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - (246,412,117) - (246,412,117)

Allocation of 2023 profit

Distribution of dividends - - - - - -

- - - - - (1,525,001,992) (660,834,196) (2,185,836,188)

Coupons paid to holders

of perpetual hybrid bonds

- - - - - - - - - - - 181,768,696 (181,768,696) -

Retaining earnings - - - - - - - - - - - 5,539,073 (3,370,775) 2,168,298

2023 interim dividend

(2)

- - - - - - - - - - - 2,597,129 (2,185,836,188) (2,183,239,059)

Comprehensive income

for the year

Other comprehensive

income

- - - - - -

- (69,687,626) 5,691,741 543,665 1,025,912 - - (62,426,308)

Profit for the year - - - - - - - - - - - - 2,597,975,581 2,597,975,581

Separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Statement of Cash Flows

Euro Notes 2024 2023

of which with

related parties

of which with

related parties

Pre-tax profit 2,454,152,744 2,895,952,291

Adjustments for:

Depreciation, amortization and impairment losses

5.d 3,585,112,792 718,632,977

Exchange gains/(losses) on foreign currency assets

and liabilities

48,827,789 13,686,853

Accruals to provisions 22,606,923 6,957,494

Dividends from subsidiaries, associates and other

companies

6 (6,562,676,857) (6,562,253,256) (4,269,179,595) (4,268,761,567)

Net financial (income)/expense 247,790,219 227,474,681 411,222,943 (16,527,553)

Cash flows used in operating activities before

changes in net working capital

(204,186,390) (222,727,037)

Increase/(Decrease) in provisions (32,513,866) (28,866,530)

(Increase)/Decrease in trade receivables

17 (31,037,710) (29,093,337) 111,147,807 113,669,287

(Increase)/Decrease in other financial

and non-financial assets/liabilities

1,760,348,827 468,923,364 1,012,405,770 (822,418,837)

Increase/(Decrease) in trade payables

27 (3,016,550) (5,499,877) (19,946,322) (10,182,788)

Interest income and other financial income collected 812,527,191 552,991,209 1,080,902,064 644,093,507

Interest expense and other financial expense paid (1,144,314,285) (682,834,924) (1,460,144,722) (637,676,049)

Dividends from subsidiaries, associates

and other companies

6 6,325,067,380 6,324,645,491 3,851,190,666 3,850,786,914

Income taxes paid (1,792,730,598) (47,114,592)

Cash flows from operating activities (a) 5,690,143,999 4,276,847,104

Investments in property, plant and equipment

and intangible assets

10-11 (34,558,947) (47,401,080)

Investments in equity investments

13 (1,050,537,331) (1,050,537,331) (1,608,039,876) (1,608,039,876)

Disinvestments from extraordinary transactions - 648,514,204 648,514,204

Cash flows used in investing activities (b) (1,085,096,278) (1,006,926,752)

New long-term borrowing

23 - 2,201,106,190 2,000,032,661

Repayments of long-term borrowings

23 (1,179,394,903) (132,390,869) (2,803,055,864) (1,332,805,452)

Net change in long-term borrowings/(loan assets) 674,968,967 265,084,305 1,200,109,945

Repayment of short-term borrowings

(1)

(4,500,000,000) (4,500,000,000) (3,025,000,000) (3,025,000,000)

Use of short-term borrowings

(1)

3,000,000,000 3,000,000,000 4,500,000,000 4,500,000,000

Net change in short-term borrowings/(loans assets)

(1)

2,446,048,810 3,117,881,919 (4,846,850,065) (5,481,272,340)

Dividends and interim dividends paid

22 (4,366,954,626) (4,090,667,883)

Issue of perpetual hybrid bonds

22 889,699,972 1 ,737, 2 37,5 0 0

Redemption of perpetual hybrid bonds

22 (297,424,000) (751,550,185)

Coupons paid to holders of perpetual hybrid bonds

22 (246,412,117) (181,768,696)

Purchase of treasury shares

22 (26,755,710) (20,173,002)

Cash flows used in financing activities (c) (3,606,223,607) (7,015,637,700)

Increase/(Decrease) in cash and cash equivalents

(a+b+c)

998,824,114 (3,745,717,348)

Cash and cash equivalents at the beginning

of the year

21 1,122,155,615 4,867,872,963

Cash and cash equivalents at the end of the year

21 2,120,979,729 1,122,155,615

(1) The figure for 2023 has been restated to improve presentation.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Notes to the separate

financial statements

1. Form and content of the separate financial statements

Enel SpA has its registered office in Viale Regina Margh-

erita 137, Rome, Italy, and since 1999 has been listed on

the Mercato Telematico Azionario (Electronic Stock Ex-

change) organized and operated by Borsa Italiana SpA.

There were no changes in the company name in 2024.

Enel is an energy multinational and is one of the

world’s leading integrated operators in the electricity

and gas industries, with a special focus on Europe and

Latin America.

As the Parent, Enel SpA has prepared the consolidated

financial statements of the Enel Group as at and for

the year ended December 31, 2024, which are pub-

lished in a separate document.

The publication of these separate financial statements

was approved by the Board of Directors on March 13,

2025.

These separate financial statements have been audit-

ed by KPMG SpA.

Basis of presentation

These separate financial statements for the year end-

ed December 31, 2024 represent the separate finan-

cial statements of the Parent, Enel SpA, and have been

prepared in accordance with international accounting

standards (International Accounting Standards - IAS

and International Financial Reporting Standards - IFRS)

issued by the International Accounting Standards Board

(IASB), the interpretations of the IFRS Interpretations

Committee (IFRSIC) and the Standing Interpretations

Committee (SIC), recognized in the European Union pur-

suant to Regulation (EC) no. 1606/2002 and in effect as

of the close of the year. All of these standards and inter-

pretations are hereinafter referred to as the “IFRS-EU”.

These separate financial statements have also been

prepared in conformity with measures issued in imple-

mentation of Article 9, paragraph 3, of Legislative De-

cree 38 of February 28, 2005.

The separate financial statements consist of the in-

come statement, the statement of comprehensive

income, the statement of financial position, the state-

ment of changes in equity and the statement of cash

flows and the related notes.

The assets and liabilities reported in the statement of

financial position are classified on a “current/non-cur-

rent basis”, with separate reporting of assets held for

sale and liabilities included in disposal groups classified

as held for sale. Current assets, which include cash and

cash equivalents, are assets that are intended to be re-

alized, sold or consumed during the normal operating

cycle of the Company; current liabilities are liabilities

that are expected to be settled during the normal oper-

ating cycle of the Company.

The income statement classifies costs on the basis of

their nature.

The statement of cash flows is prepared using the indi-

rect method, with separate reporting of any cash flows

by operating, investing and financing activities. More

specifically, the statement of cash flows is presented on a

gross basis and does not include non-cash transactions.

For more information on cash flows in the statement of

cash flows, please see the section “Cash flows” in the Re-

port on Operations.

The separate financial statements have been prepared

on a going concern basis using the cost method, with

the exception of items measured at fair value in accord-

ance with IFRS, as explained in the measurement criteria

for the individual items, and non-current assets and dis-

posal groups classified as held for sale, which are meas-

ured at the lower between their carrying amount and the

fair value less costs to sell.

The separate financial statements are presented in euro,

the functional currency of the Company, and the figures

shown in the notes are reported in millions of euro unless

stated otherwise.

The separate financial statements provide comparative

information in respect of the previous year.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

2. Accounting policies

2.1 Use of estimates and management judgments

Preparing these separate financial statements under

IFRS-EU requires management to take decisions and

make estimates and assumptions that may impact the

carrying amounts of revenue, costs, assets and liabili-

ties and the related disclosures concerning the items

involved as well as contingent assets and liabilities. The

estimates and management’s judgments are based

on previous experience and other factors considered

reasonable in the circumstances. They are formulated

when the carrying amount of assets and liabilities is

not easily determined from other sources. The actual

results may therefore differ from these estimates. The

estimates and assumptions are periodically revised

and the effects of any changes are reflected through

profit or loss if they only involve that period. If the revi-

sion involves both the current and future periods, the

change is recognized in the year in which the revision

is made and in the related future periods.

In order to enhance understanding of the separate

financial statements, the following sections examine

the main items affected by the use of estimates and

the cases that reflect management judgments to a

significant degree, underscoring the main assump-

tions used by management in measuring these items

in compliance with the IFRS-EU. The critical element of

such valuations is the use of assumptions and profes-

sional judgments concerning issues that are by their

very nature uncertain.

Changes in the conditions underlying the assump-

tions and judgments could have a substantial impact

on future results.

The information included in the financial statements is

selected on the basis of a materiality analysis carried

out in accordance with the requirements of Practice

Statement 2 “Making Materiality Judgments”, issued by

the International Accounting Standards Board (IASB).

Use of estimates

Recoverability of equity investments

The Company assesses the presence of evidence of

impairment of each equity investment at least once a

year, consistent with its strategy for managing the le-

gal entities within the Group. If such evidence is found,

the assets involved undergo impairment testing. The

processes and procedures for determining the recov-

erable amount of each equity investment are based on

assumptions that can be complex and whose nature

requires management to use its judgment, especially

as regards the identification of evidence of impair-

ment, the forecasting of future profitability over the

horizon of the Group Business Plan, the determination

of the normalized cash flows underlying the estima-

tion of terminal value and the determination of long-

term growth rates and discount rates applied to fore-

casts of future cash flows.

Impairment of non-financial assets

Assets such as property, plant and machinery and in-

tangible assets are adjusted for impairment when their

carrying amount exceeds their recoverable amount,

represented by the higher of their fair value less costs

to sell and their value in use.

The recoverable amount is assessed in accordance

with the criteria established by IAS 36, which are dis-

cussed in greater detail in the appropriate notes to the

separate financial statements.

In determining the recoverable amount, the Compa-

ny generally applies the value in use criterion, i.e. the

present value of the future cash flows that are expect-

ed to be derived from the asset, discounted using a

pre-tax discount rate that reflects the current market

assessments of the time value of money and the risks

specific to the asset.

Future cash flows used to determine value in use are

based on the most recent Business Plan, approved by

the management, containing forecasts for volumes,

revenue, operating costs and investments. These pro-

jections cover the next three years. For subsequent

years, account is taken of:

• assumptions concerning the long-term evolution of

the main variables considered in the calculation of

cash flows, as well as the average residual useful life of

the assets or the duration of the concessions, based

on the specific characteristics of the businesses;

• a long-term growth rate equal to the long-term

growth of electricity demand and/or inflation (de-

pending on the country and business) that does not

in any case exceed the average long-term growth

rate of the market involved.

The recoverable amount is sensitive to the estimates

and assumptions used in the calculation of cash

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

flows and the discount rates applied. Nevertheless,

possible changes in the underlying assumptions of

such amounts could generate different recoverable

amounts. The analysis of each group of non-finan-

cial assets is unique and requires management to use

estimates and assumptions considered prudent and

reasonable in the specific circumstances.

Furthermore, in line with its business model and in the

context of the energy transition process, the Compa-

ny has also carefully assessed whether climate change

issues have affected the reasonable and supportable

assumption used to estimate expected cash flows. In

this regard, where necessary, the Company has also

taken account of the long-term impact of climate

change, in particular by considering in the estimation

of the terminal value a long-term growth rate in line

with the change in electricity demand determined us-

ing energy models for each country.

Information on the main assumptions used to esti-

mate the recoverable amount of assets with reference

to the impacts relating to climate change, as well as

information on changes in these assumptions, is pro-

vided in the applicable notes.

Expected credit losses on financial assets

At each reporting date, the Company recognizes a loss

allowance for expected credit losses on trade receiva-

bles and other financial assets measured at amortized

cost, debt instruments measured at fair value through

other comprehensive income, contract assets and all

other assets in the scope.

Loss allowances for financial assets are based on as-

sumptions about risk of default and on the measure-

ment of expected credit losses. Management uses

judgement in making these assumptions and select-

ing the inputs for the impairment calculation, based

on the Company’s past history, existing market condi-

tions as well as forward-looking estimates at the end

of each reporting period.

The expected credit loss (ECL), determined consid-

ering probability of default (PD), loss given default

(LGD), and exposure at default (EAD), is the difference

between all contractual cash flows that are due in ac-

cordance with the contract and all cash flows that are

expected to be received (including all shortfalls) dis-

counted at the original effective interest rate.

For additional details on the general simplified ap-

proach used to determine expected credit losses,

please see note 31 “Financial instruments”.

Based on the specific reference market and the regu-

latory context of the sector, as well as expectations of

recovery after 90 days, for such assets, the Company

mainly applies a default definition of 180 days past due

to determine expected credit losses, as this is consid-

ered an effective indication of a significant increase in

credit risk. Accordingly, financial assets that are more

than 90 days past due are generally not considered

to be in default, except for some specific regulated

markets.

For trade receivables and contract assets the Com-

pany mainly applies a collective approach based on

grouping the receivables into specific clusters. Only

if the trade receivables are deemed to be individually

significant by management and there is specific in-

formation about any significant increase in credit risk

does the Company apply an analytical approach.

Based on specific management evaluations, the for-

ward-looking adjustment can be applied considering

qualitative and quantitative information in order to re-

flect possible future events and macroeconomic sce-

narios, which may affect the risk of the portfolio or the

financial instrument.

For additional details on the key assumptions and in-

puts used please see note 31 “Financial instruments”.

Determining the fair value of financial

instruments

The fair value of financial instruments is determined

on the basis of prices directly observable in the mar-

ket, where available, or, for unlisted financial instru-

ments, using specific valuation techniques (mainly

based on present value) that maximize the use of ob-

servable market inputs. In rare circumstances where

this is not possible, the inputs are estimated by man-

agement taking due account of the characteristics

of the instruments being measured. In accordance

with IFRS 13, the Company includes a measurement

of credit risk, both of the counterparty (Credit Valua-

tion Adjustment or CVA) and its own (Debit Valuation

Adjustment or DVA), in order to adjust the fair value

of financial instruments for the corresponding amount

of counterparty risk, applying the method indicated

in note 34 “Fair value measurement”. Changes in the

assumptions made in estimating the input date could

have an impact on the fair value recognized for those

instruments.

Pensions and other post-employment

benefits

Some of the Company’s employees participate in pen-

sion plans offering benefits based on their wage his-

tory and years of service. Certain employees are also

eligible for other post-employment benefit schemes.

The expenses and liabilities of such plans are calcu-

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

lated on the basis of estimates carried out by con-

sulting actuaries, who use a combination of statistical

and actuarial elements in their calculations, including

statistical data on past years and forecasts of future

costs. Other components of the estimation that are

considered include mortality and retirement rates as

well as assumptions concerning future developments

in discount rates, the rate of wage increases, the infla-

tion rate and trends in healthcare costs.

These estimates can differ significantly from actu-

al developments owing to changes in economic and

market conditions, increases or decreases in retire-

ment rates and the lifespan of participants, as well as

changes in the effective cost of healthcare.

Such differences can have a substantial impact on the

quantification of pension costs and other related ex-

penses.

For further details on the main actuarial assumptions,

please refer to note 24 “Employee benefits”.

Provisions for risks and charges

For more details on provisions for risks and charges,

please see note 25 “Provisions for risks and charges”.

Note 39 “Contingent assets and liabilities” also pro-

vides information regarding the most significant con-

tingent liabilities for the Company.

Litigation

The Company is involved in various civil, administrative

and tax disputes connected with the normal pursuit

of its activities that could give rise to significant lia-

bilities. It is not always objectively possible to predict

the outcome of these disputes. The assessment of the

risks associated with this litigation is based on com-

plex factors whose very nature requires recourse to

management judgments, even when taking account

of the contribution of external advisors assisting the

Company, about whether to classify them as contin-

gent liabilities or liabilities.

Provisions have been recognized to cover all signifi-

cant liabilities for cases in which legal counsel feels an

adverse outcome is more likely than not and a reason-

able estimate of the amount of the loss can be made.

Leases

When the interest rate implicit in the lease cannot be

readily determined, the Company uses the incremen-

tal borrowing rate (IBR) at the lease commencement

date to calculate the present value of the lease pay-

ments. This is the interest rate that the lessee would

have to pay to borrow over a similar term, and with

similar security, the funds necessary to obtain an as-

set of a similar value to the right-of-use asset in a

similar economic environment. When no observable

inputs are available, the Company estimates the IBR

making assumptions to reflect the terms and con-

ditions of the lease and certain entity-specific esti-

mates.

One of the most significant judgments for the Com-

pany is determining this IBR necessary to calculate

the present value of the lease payments required to

be paid to the lessor. The Company’s approach to de-

termining an IBR is based on the assessment of the

following three key components:

• the risk-free rate, which considers the cash flows

of the lease payments, the economic environment

where the lease contract has been negotiated and

the lease term;

• the credit spread adjustment, in order to calculate

an IBR that is specific for the lessee considering any

underlying parent or other guarantee;

• the lease-related adjustments, in order to reflect in

the IBR calculation the fact that the discount rate is

directly linked to the type of the underlying asset,

rather than being a general incremental borrowing

rate. In particular, the risk of default is mitigated for

the lessors as they have the right to reclaim the un-

derlying asset itself.

Income taxes

Recovery of deferred tax assets

At December 31, 2024, the separate financial state-

ments report deferred tax assets in respect of tax

losses or tax credits to be reversed in subsequent

years and income components whose deductibility is

deferred in an amount whose recovery is considered

by management to be highly probable.

The recoverability of such assets is subject to the

achievement of future income sufficient to absorb

such tax losses and to use the benefits of the other

deferred tax assets.

Significant management judgment is required to

determine the probability of recovering deferred

tax assets, considering all negative and positive ev-

idence, and to determine the amount that can be

recognized, based upon the likely timing and the

level of future taxable income together with future

tax planning strategies and the tax rates applicable

at the date of reversal. However, where the Compa-

ny should become aware that it is unable to recover

all or part of recognized tax assets in future years,

the consequent adjustment would be taken to the

income statement in the year in which this circum-

stance arises.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

The recoverability of deferred tax assets is reviewed at

the end of each period. Deferred tax assets not recog-

nized are reassessed at each reporting date in order to

verify the conditions for their recognition.

For more detail on deferred tax assets recognized or

not recognized, please see note 12 “Deferred tax as-

sets and liabilities”.

Management judgment

Determining the useful life

of non-financial assets

In determining the useful life of property, plant and

equipment and intangible assets with a finite useful

life, the Company considers not only the future eco-

nomic benefits – contained in the assets – obtained

through their use, but also many other factors, such

as physical wear and tear, the technical, commercial

or other obsolescence of the product or service pro-

duced with the asset, legal or similar limits (e.g. safety,

environmental or other restrictions) on the use of the

asset, if the useful life of the asset depends on the

useful life of other assets.

Furthermore, in estimating the useful lives of the as-

sets concerned, the Company has taken account of its

commitment under the Paris Agreement.

Determination of the existence of control

Under the provisions of IFRS 10, control is achieved

when the Company is exposed, or has rights, to varia-

ble returns from its involvement with the investee and

has the ability to affect those returns through its pow-

er over the investee. Power is defined as the current

ability to direct the relevant activities of the investee

based on existing substantive rights.

The existence of control does not depend solely on

ownership of a majority investment, but rather it arises

from substantive rights that each investor holds over

the investee. Consequently, management must use its

judgment in assessing whether specific situations de-

termine substantive rights that give the Company the

power to direct the relevant activities of the investee in

order to affect its returns.

For the purpose of assessing control, management

analyzes all facts and circumstances including any

agreements with other investors also in respect of

voting or appointing directors, rights arising from

4. Public Statement ESMA 24 October 2024 – Priority 2: Accounting policies, judgements, significant estimates (ESMA 32-193237008-8369 of

October 24, 2024).

other contractual arrangements and potential vot-

ing rights (call options, warrants, put options granted

to non-controlling shareholders, etc.) and other le-

gal provisions.

These other facts and circumstances

could be especially significant in such assessment

when the Company holds less than a majority of voting

rights, or similar rights, in the investee.

Furthermore, even if it holds more than half of the vot-

ing rights in another entity, the Company considers

all the relevant facts and circumstances in assessing

whether it controls the investee.

The Company re-assesses whether or not it controls

an investee if facts and circumstances indicate that

there are changes to one or more of the elements

considered in verifying the existence of control.

Finally, the assessment of the existence of control did

not find any situations of de facto control.

Determination of the existence of

joint control and of the type of joint

arrangement

Under the provisions of IFRS 11, a joint arrangement

is an agreement where two or more parties have joint

control.

Joint control exists only when the decisions over the

relevant activities require the unanimous consent of all

the parties that share control.

A joint arrangement can be configured as a joint ven-

ture or a joint operation. Joint ventures are joint ar-

rangements whereby the parties that have joint con-

trol have rights to the net assets of the arrangement.

Conversely, joint operations are joint arrangements

whereby the parties that have joint control have rights

to the assets and obligations for the liabilities relating

to the arrangement.

In order to determine the existence of the joint control

and the type of joint arrangement, management must

apply judgment and assess its rights and obligations

arising from the arrangement. For this purpose, the

management considers the structure and legal form

of the arrangement, the terms agreed by the parties in

the contractual arrangement and, when relevant, oth-

er facts and circumstances.

The Company re-assesses whether or not it has joint

control if facts and circumstances indicate that chang-

es have occurred in one or more of the elements con-

sidered in verifying the existence of joint control and

the type of the joint arrangement.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Determination of the existence

of significant influence over an associate

Associates are those in which the Company exercises

significant influence, i.e. the power to participate in the

financial and operating policy decisions of the inves-

tee but not exercise control or joint control over those

policies. In general, it is presumed that the Company

has a significant influence when it has an ownership

interest of 20% or more.

In order to determine the existence of significant influ-

ence, management must apply judgment and consid-

er all facts and circumstances.

The Company re-assesses whether or not it has sig-

nificant influence if facts and circumstances indicate

that there are changes to one or more of the elements

considered in verifying the existence of significant in-

fluence.

Determination of non-current assets

(or disposal groups) held for sale and

discontinued operations

An asset is classified as “held for sale” when its sale is

highly probable.

To determine whether a sale is highly probable, the

Company considers whether:

• management has committed to a plan to sell the

asset (or disposal group), and an active program to

locate a buyer and complete the plan has been in-

itiated;

• the sale should be expected to qualify for recognition

as a completed sale within one year from the date

of classification, except where the delay is caused by

events or circumstances beyond the Company’s con-

trol and there is sufficient evidence that the Compa-

ny remains committed to its plan to sell the asset;

• the actions required to complete the plan should in-

dicate that it is unlikely that significant changes to

the plan will be made or that the plan will be with-

drawn.

Classification and measurement

of financial assets

At initial recognition, in order to classify financial as-

sets as financial assets at amortized cost, at fair value

through other comprehensive income and at fair value

through profit or loss, management assesses both the

contractual cash-flow characteristics of the instru-

ment and the business model for managing financial

assets in order to generate cash flows.

For the purpose of evaluating the contractual cash-

flow characteristics of the instrument, management

performs the SPPI test at an instrument level, in or-

der to determine if it gives rise to cash flows that are

solely payments of principal and interest (SPPI) on

the principal amount outstanding, performing spe-

cific assessment on the contractual clauses of the

financial instruments, as well as quantitative analysis,

if required.

The business model determines whether cash flows

will result from collecting contractual cash flows, sell-

ing the financial assets, or both.

For more details, please see note 31 “Financial instru-

ments”.

Hedge accounting

Hedge accounting is applied to derivatives in order to

reflect into the financial statements the effect of risk

management strategies of the Company.

Accordingly, at the inception of the transaction the

Company documents the hedge relationship between

hedging instruments and hedged items, as well as its

risk management objectives and strategy. The Com-

pany also assesses, both at hedge inception and on

an ongoing basis, whether hedging instruments are

highly effective in offsetting changes in the fair values

or cash flows of hedged items.

On the basis of management’s judgment, the ef-

fectiveness assessment based on the existence of

an economic relationship between the hedging in-

struments and the hedged items, the dominance

of credit risk in the changes in fair value and the

hedge ratio, as well as the measurement of the inef-

fectiveness, are evaluated through a qualitative as-

sessment or a quantitative computation, depending

on the specific facts and circumstances and on the

characteristics of the hedged items and the hedg-

ing instruments.

For cash flow hedges of forecast transactions desig-

nated as hedged items, management assesses and

documents that they are highly probable and present

an exposure to changes in cash flows that affect profit

or loss.

For more details on the key assumptions used in as-

sessing effectiveness and measuring the ineffective

portion of hedges, see note 31.1 “Hedge accounting”.

Leases

The complexity of the assessment of the lease con-

tracts, and also their long-term expiring date, requires

a strong professional judgments for the IFRS 16 appli-

cation. In particular, for:

• the application of the definition of a lease to the

cases typical of the sectors in which the Company

operates;

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

• the identification of the non-lease component in

the lease;

• the evaluation of any renewable and termination op-

tions included in the lease in order to determine the

term of leases, also considering the probability of

their exercise and any significant leasehold improve-

ments on the underlying asset;

• the identification of any variable lease payments

that depend on an index or a rate to determine

where the changes of the latter impact the future

lease payments and also the amount of the right-

of-use asset;

• the estimate of the discount rate to calculate the

present value of the lease payments; further details

on assumptions about this rate are provided in the

paragraph “Use of estimates”.

Uncertainty over income tax treatments

The Company determines whether to consider each

uncertain income tax treatment separately or togeth-

er with one or more other uncertain tax treatments

as well as whether to reflect the effect of uncertainty

by using the most likely amount or the expected val-

ue method, based on which approach better predicts

the resolution of the uncertainty for each uncertain tax

treatments.

The Company makes significant use of professional

judgment in identifying uncertainties about income

tax treatments and reviews the judgments and esti-

mates made in the event of a change in facts and cir-

cumstances that could change its assessment of the

acceptability of a specific tax treatment or the esti-

mate of the effects of uncertainty, or both.

2.2 Material accounting policies

Related parties

Pursuant to IAS 24, related parties are mainly those

that share the same controlling entity with Enel SpA,

the companies that directly or indirectly are controlled

by Enel SpA, the associates or joint ventures (includ-

ing their subsidiaries) of Enel SpA, or the associates

or joint ventures (including their subsidiaries) of any

Group company.

Related parties also include entities that operate

post-employment benefit plans for employees of

Enel SpA or its associates (specifically, the FOPEN and

FONDENEL pension funds), as well as the members of

the boards of statutory auditors, and their immediate

family, and the key management personnel, and their

immediate family, of Enel SpA and its subsidiaries. Key

management personnel comprises management per-

sonnel who have the power and direct or indirect re-

sponsibility for the planning, management and control

of the activities of the Company. They include direc-

tors (whether executive or not).

Subsidiaries, associates and joint

ventures

The Company controls an entity when it is exposed

to or has rights to variable returns deriving from its

involvement, regardless of the nature of their formal

relationship, and has the ability, through the exercise

of its power over the investee, to affect its returns. For

more information on the definition of control, please

see section “Determination of the existence of con-

trol” in note 2.1 “Use of estimates and management

judgment”.

Associates comprise those entities in which the Com-

pany has a significant influence. Significant influence is

the power to participate in the financial and operating

policy decisions of investees but not exercise control

or joint control over those entities.

Joint ventures are joint arrangements over which the

Company exercises joint control and has rights to the

net assets of the arrangement. Joint control means

sharing control of an arrangement, which only exists

when the decisions over the relevant activities require

the unanimous consent of all the parties that share

control.

Equity investments in subsidiaries, associates and

joint ventures are measured at cost. Cost is adjusted

for any impairment losses, which are reversed where

the reasons for their recognition no longer obtain. The

carrying amount resulting from the reversal may not

exceed the original cost.

Where the loss pertaining to Enel SpA exceeds the car-

rying amount of the investment and the Company is ob-

ligated to perform the legal or constructive obligations

of the investee or in any event to cover its losses, the

excess with respect to the carrying amount is recog-

nized in liabilities in the provision for risks and charges.

In the case of a disposal, without economic substance,

of an investment to an entity under common control,

any difference between the consideration received

and the carrying amount of the investment is recog-

nized in equity.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Translation of foreign currency items

Pursuant to “IAS 21 - The Effects of Changes in For-

eign Exchange Rates”, transactions in currencies other

than the functional currency are initially recognized at

the spot exchange rate prevailing on the date of the

transaction.

Monetary assets and liabilities denominated in a for-

eign currency other than the functional currency are

subsequently translated using the closing exchange

rate (i.e. the spot exchange rate prevailing at the re-

porting date).

Non-monetary assets and liabilities denominated in

foreign currency that are recognized at historical cost

are translated using the exchange rate at the date of

the initial recognition of the transaction. Non-mone-

tary assets and liabilities in foreign currency measured

at fair value are translated using the exchange rate at

the date that the fair value was determined.

Any exchange differences are recognized through

profit or loss.

In determining the spot exchange rate to use on initial

recognition of the related asset, expense or income

(or part of it) on the derecognition of a non-monetary

asset or non-monetary liability relating to advance

consideration in foreign currency paid or received,

the date of the transaction is the date on which the

Company initially recognizes the non-monetary asset

or non-monetary liability associated with the advance

consideration.

Fair value measurement

For all fair value measurements and disclosures of fair

value, that are either required or permitted by the IFRS,

the Company applies IFRS 13.

Fair value is defined as the price that would be re-

ceived to sell an asset or paid to transfer a liability, in

an orderly transaction, between market participants,

at the measurement date (i.e. an exit price).

The fair value measurement assumes that the trans-

action to sell an asset or transfer a liability takes place

in the principal market, i.e. the market with the great-

est volume and level of activity for the asset or liability.

In the absence of a principal market, it is assumed that

the transaction takes place in the most advantageous

market to which the Company has access, i.e. the mar-

ket that maximizes the amount that would be received

to sell the asset or minimizes the amount that would

be paid to transfer the liability.

The fair value of an asset or a liability is measured us-

ing the assumptions that market participants would

use when pricing the asset or liability, assuming that

market participants act in their economic best inter-

est. Market participants are independent, knowledge-

able sellers and buyers who are able to enter into a

transaction for the asset or the liability and who are

interested but not forced or otherwise compelled to

do so.

When measuring fair value, the Company considers

the characteristics of the asset or liability, in particular:

• for a non-financial asset, a fair value measurement

takes into account a market participant’s ability to

generate economic benefits by using the asset in its

highest and best use or by selling it to another mar-

ket participant that would use the asset in its highest

and best use;

• for liabilities and own equity instruments, the fair

value reflects the effect of non-performance risk,

i.e. the risk that an entity will not fulfill an obligation,

including among others the credit risk of the Com-

pany itself;

• for groups of financial assets and financial liabilities

with offsetting positions in market risk or credit risk,

managed on the basis of an entity’s net exposure to

such risks, see note 34.1 “Assets measured at fair

value in the statement of financial position” and note

34.2 “Liabilities measured at fair value in the state-

ment of financial position”, for more details.

In measuring the fair value of assets and liabilities, the

Company uses valuation techniques that are appro-

priate in the circumstances and for which sufficient

data are available, maximizing the use of relevant ob-

servable inputs and minimizing the use of unobserva-

ble inputs.

Property, plant and equipment

Pursuant to IAS 16, property, plant and equipment is

stated at cost, net of accumulated depreciation and

accumulated impairment losses, if any. Such cost in-

cludes expenses directly attributable to bringing the

asset to the location and condition necessary for its

intended use.

Subsequent costs are recognized as an increase in the

carrying amount of the asset when it is probable that

future economic benefits associated with the cost in-

curred for a part of the asset will flow to the Company

and the cost of the item can be measured reliably. All

other costs are recognized in profit or loss as incurred.

Property, plant and equipment, net of its residual value,

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

is depreciated on a straight-line basis over its estimat-

ed useful life, which is reviewed annually and, if appro-

priate, adjusted prospectively. Depreciation begins

when the asset is available for use.

The estimated useful life of the main items of property,

plant and equipment is as follows:

Depreciation period

Leasehold improvements Shorter of the term of the

contract and residual useful life

Civil buildings 40 years

Other assets 7 years

Land is not depreciated as it has an indefinite useful

life.

Assets recognized under property, plant and equip-

ment are derecognized either upon their disposal (i.e.

at the date the recipient obtains control) or when no

future economic benefit is expected from their use or

disposal. Any gain or loss, recognized through profit

or loss, is calculated as the difference between the net

disposal proceeds, determined in accordance with

the transaction price requirements of IFRS 15, and the

carrying amount of the derecognized assets.

Leases

At inception of a contract, the Company assesses

whether a contract is, or contains, a lease applying

the definition of a lease under IFRS 16, that is met if

the contract conveys the right to control the use of

an identified asset for a period of time in exchange for

consideration.

The Company recognizes a right-of-use asset and a

lease liability at the commencement date of the lease

(i.e. the date the underlying asset is available for use).

The right-of-use asset represents a lessee’s right to

use an underlying asset for the lease term; it is initially

measured at cost, which includes the initial amount of

lease liability adjusted for any lease payments made at

or before the commencement date less any lease in-

centives received, plus any initial direct costs incurred

and an estimate of costs to dismantle and remove the

underlying asset and to restore the underlying asset or

the site on which it is located.

Right-of-use assets are subsequently depreciated on

a straight-line basis over the shorter of the lease term

and the estimated useful lives of the right-of-use as-

sets. If the lease transfers ownership of the underlying

asset to the Company at the end of the lease term or

if the cost of the right-of-use asset reflects the fact

that the Company will exercise a purchase option, de-

preciation is calculated using the estimated useful life

of the underlying asset.

The lease liability is initially measured at the present

value of lease payments to be made over the lease

term. In calculating the present value of lease pay-

ments, the Company uses the lessee’s incremental

borrowing rate at the lease commencement date

when the interest rate implicit in the lease is not read-

ily determinable.

Variable lease payments that do not depend on an in-

dex or a rate are recognized as expenses in the year

in which the event or condition that triggers the pay-

ment occurs.

After the commencement date, the lease liability is

measured at amortized cost using the effective inter-

est method and is remeasured upon the occurrence

of certain events.

The Company applies the short-term lease recogni-

tion exemption to its lease contracts that have a lease

term of 12 months or less from the commencement

date. It also applies the low-value assets recognition

exemption to lease contracts for which the underly-

ing asset is of low-value whose amount is estimated

not material. As an example, the Company has leases

of certain office equipment (i.e. personal computers,

printing and photocopying machines) that are con-

sidered of low-value. Lease payments on short-term

leases and leases of low-value assets are recognized

as expense on a straight-line basis over the lease

term.

Intangible assets

Pursuant to IAS 38, intangible assets are identifiable

assets without physical substance controlled by the

Company, when it is probable that the use of such as-

sets will generate future economic benefits and the

related cost can be reliably determined.

They are measured at purchase or internal develop-

ment cost and are recognized as an intangible asset

only when the Company can demonstrate the tech-

nical feasibility of completing the intangible asset and

that it has intention, ability and resources to complete

the asset in order to use or sell it.

The cost includes any directly attributable expenses

necessary to make the assets ready for their intend-

ed use.

Intangible assets with a finite useful life are recognized

net of accumulated amortization and any impairment

losses.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Amortization is calculated on a straight-line basis over

the asset’s estimated useful life, which is reassessed at

least annually; any changes in amortization policies are

reflected on a prospective basis. For more information

on the estimation of useful life, please see note 2.1

“Use of estimates and management judgment”.

Amortization commences when the asset is ready for

use. Consequently, intangible assets not yet available

for use are not amortized, but are tested for impair-

ment at least annually.

The Company’s intangible assets have a finite useful

life.

Intangible assets comprise application software

owned by the Company with an expected useful life of

between three and five years.

Impairment of non-financial assets

Pursuant to “IAS 36 - Impairment of assets” at each

reporting date, property, plant and equipment, invest-

ment property recognized at cost, intangible assets,

right-of-use assets, goodwill and equity investments

in associates/joint ventures are reviewed to determine

whether there is evidence of impairment (using inter-

nal and external sources of information).

Intangible assets with an indefinite useful life and in-

tangible assets not yet available for use are tested for

impairment annually or more frequently if there is ev-

idence suggesting that the assets may be impaired.

If such evidence exists, the recoverable amount of

each asset involved is estimated on the basis of the

use of the asset and its future disposal, in accordance

with the most recent Group Business Plan. For more

on the estimation of the recoverable amount, please

see note 2.1 “Use of estimates and management judg-

ment”.

The recoverable amount is calculated for an individual

asset unless that asset is not capable of generating

incoming cash flows that are largely independent of

those generated by other assets or groups of assets.

If the carrying amount of an asset is greater than its

recoverable amount, an impairment loss is recognized

in profit or loss under “Depreciation, amortization and

impairment losses”.

If the reasons for a previously recognized impairment

loss no longer obtain, the carrying amount of the asset

is restored through profit or loss, under “Depreciation,

amortization and impairment losses”, in an amount

that shall not exceed the carrying amount that the

asset would have had if the impairment loss had not

been recognized and depreciation or amortization

had been performed.

Financial instruments

Financial instruments are recognized and measured in

accordance with “IAS 32 - Financial instruments: pres-

entation” and “IFRS 9 - Financial instruments”.

A financial asset or liability is recognized when, and

only when, the Company becomes party to the con-

tractual provision of the instrument (i.e. trade date).

Trade receivables arising from contracts with custom-

ers, in the scope of IFRS 15, are initially measured at

their transaction price (as defined in IFRS 15) if such

receivables do not contain a significant financing

component or when the Company applies the practi-

cal expedient allowed by IFRS 15.

Conversely, the Company initially measures financial

assets other than the trade receivables noted above

at their fair value plus, in the case of a financial as-

set not recognized at fair value through profit or loss,

transaction costs.

Financial assets are classified at initial recognition as

financial assets at amortized cost, at fair value through

other comprehensive income and at fair value through

profit or loss, on the basis of both:

• the Company’s business model for managing finan-

cial assets, that is how it manages its financial assets

in order to generate cash flows (whether cash flows

will result from collecting contractual cash flows,

selling the financial assets, or both); and

• the contractual cash flow characteristics of the in-

strument, to determine whether the instrument

gives rise to cash flows that are solely payments of

principal and interest (SPPI) based on the SPPI test.

For purposes of subsequent measurement, financial

assets are classified in three categories:

• financial assets measured at amortized cost (debt

instruments);

• financial assets designated at fair value through

OCI with no reclassification of cumulative gains and

losses upon derecognition (equity instruments); and

• financial assets at fair value through profit or loss.

Financial assets measured at amortized cost

This category mainly includes trade receivables, other

financial assets and loan assets.

Financial assets at amortized cost are held within a

business model whose objective is to hold financial

assets in order to collect contractual cash flows and

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

whose contractual terms give rise, on specified dates,

to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

Such assets are initially recognized at fair value, ad-

justed for any transaction costs, and subsequently

measured at amortized cost using the effective inter-

est method and are subject to impairment.

Gains and losses are recognized in profit or loss when

the asset is derecognized, modified or impaired.

Financial assets at fair value through other

comprehensive income (FVOCI) – Equity

instruments

This category includes mainly equity investments in

other entities irrevocably designated as such upon in-

itial recognition.

Gains and losses on these financial assets are never

reclassified to profit or loss. The Company may trans-

fer the cumulative gain or loss within equity.

Equity instruments designated at fair value through

OCI are not subject to impairment testing.

Dividends on such investments are recognized in prof-

it or loss unless they clearly represent a recovery of a

part of the cost of the investment.

Financial assets at fair value through

profit or loss

This category mainly includes:

• financial assets with cash flows that are not solely

payments of principal and interest, irrespective of

the business model;

• financial assets held for trading because acquired

or incurred principally for the purpose of selling or

repurchasing in short term (i.e. securities, financial

investments in funds, etc.);

• derivatives, including separated embedded deriva-

tives, held for trading or not designated as effective

hedging instruments;

• contingent considerations.

Such financial assets are initially recognized at fair val-

ue with subsequent gains and losses from changes in

their fair value recognized through profit or loss.

This category also includes listed equity investments

which the Company had not irrevocably elected to

classify at fair value through OCI. Dividends on equity

investments are also recognized as other income in

the income statement when the right of payment has

been established.

5. Public Statement ESMA October 24, 2024 – Priority 1: Liquidity considerations (ESMA 32-193237008-8369 of October 24, 2024).

Impairment of financial assets

At each reporting date, the Company recognizes a loss

allowance for expected credit losses on trade receiva-

bles and other financial assets measured at amortized

cost, debt instruments measured at fair value through

other comprehensive income (FVOCI), contract assets

and all other assets within the scope of IFRS 9.

The Company has adopted an impairment model, de-

veloped in compliance with IFRS 9, which is based on

the determination of expected credit losses (ECL) us-

ing a forward-looking approach.

For trade receivables, contract assets and lease re-

ceivables, including those with a significant financial

component, the Company adopts the simplified ap-

proach, determining expected credit losses over a pe-

riod corresponding to the entire life of the receivable,

generally equal to 12 months.

For all financial assets other than trade receivables,

contract assets and lease receivables, the Company

applies the general approach under IFRS 9, based on

the assessment of a significant increase in credit risk

since initial recognition.

The Company recognizes in profit or loss, as an im-

pairment gain or loss, the amount of expected credit

losses (or reversal) that is required to adjust the loss

allowance at the reporting date.

For more information on the impairment of financial

assets, please see note 31 “Financial instruments”.

Cash and cash equivalents

This category includes deposits that are available on

demand or at very short term, as well as highly liquid

financial investments that are readily convertible into a

known amount of cash and which are subject to insig-

nificant risk of changes in value.

For the purposes of the statement of cash flows, cash

and cash equivalents do not include bank overdrafts at

the reporting date.

Financial liabilities at amortized cost

This category mainly includes borrowings, trade paya-

bles, lease liabilities and debt instruments.

Financial liabilities, other than derivatives, are rec-

ognized when the Company becomes a party to the

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

contractual clauses of the instrument and are initially

measured at fair value adjusted for directly attribut-

able transaction costs. Financial liabilities are subse-

quently measured at amortized cost using the effec-

tive interest rate method. The effective interest rate is

the rate that exactly discounts the estimated future

cash payments or receipts over the expected life of

the financial instrument or a shorter period, where

appropriate, to the carrying amount of the financial

asset or liability.

Financial liabilities at fair value

through profit or loss

Financial liabilities at fair value through profit or loss

mainly include:

• financial liabilities, held for trading if they are in-

curred for the purpose of repurchasing in the near

term;

• derivative financial instruments entered into by the

Company that are not designated as hedging in-

struments as defined by IFRS 9;

• financial liabilities that qualify as contingent consid-

eration.

Derecognition of financial assets and

liabilities

Financial assets are derecognized whenever one of

the following conditions is met:

• the contractual right to receive the cash flows asso-

ciated with the asset expires;

• the Company has transferred substantially all the

risks and rewards associated with the asset, trans-

ferring its rights to receive the cash flows of the

asset or assuming a contractual obligation to pay

such cash flows to one or more beneficiaries under

a contract that meets the requirements provided by

IFRS 9 (the “pass through test”);

• the Company has not transferred or retained sub-

stantially all the risks and rewards associated with

the asset but has transferred control over the as-

set.

On derecognition of a financial asset, the Com-

pany recognizes the difference between the car-

rying amount (measured at the date of derecog-

nition) and the consideration received through

profit or loss.

Financial liabilities are derecognized when they are

extinguished, i.e. when the contractual obligation has

been discharged, cancelled or expired.

When an existing financial liability is replaced by an-

other from the same lender on substantially different

terms, or the terms of an existing liability are substan-

tially modified, such an exchange or modification is

treated as the derecognition of the original liability

and the recognition of a new liability. The difference

in the respective carrying amounts is recognized in

profit or loss.

Derivative financial instruments

Derivative instruments are classified as financial assets

or liabilities depending on the positive or negative fair

value and they are classified as “held for trading” with-

in “Other business models” and measured at fair value

through profit or loss, except for those designated as

effective hedging instruments.

All derivatives held for trading are classified as current

assets or liabilities.

Derivatives not held for trading purposes, but meas-

ured at fair value through profit or loss since they do

not qualify for hedge accounting and derivatives des-

ignated as effective hedging instruments are classified

as current or not current on the basis of their maturity

date and the Company intention to hold the financial

instrument until maturity or not.

For more details about derivatives and hedge ac-

counting, please see note 33.1 “Hedge accounting”.

Offsetting financial assets and liabilities

The Company offsets financial assets and liabilities

when:

• there is a legally enforceable right to set off the rec-

ognized amounts, and

• there is the intention of either to settle on a net ba-

sis, or to realize the asset and settle the liability si-

multaneously.

Non-current assets (or disposal groups)

classified as held for sale

and discontinued operations

In compliance with IFRS 5, non-current assets (or dis-

posal groups) are classified as held for sale if their car-

rying amount will be recovered principally through a

sale transaction, rather than through continuing use.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

This classification criterion is applicable only when

non-current assets (or disposal groups) are available

in their present condition for immediate sale and the

sale is highly probable.

For more details on the requirements for determin-

ing whether a sale is highly probable, please see

note 2.1 “Use of estimates and management judg-

ment”.

Employee benefits

Post employment and other long-term

benefits

In compliance with IAS 19, the Company determines,

separately for each plan, the liabilities related to em-

ployee benefits paid upon or after ceasing employ-

ment and other long-term benefits accrued during

the employment period. The Company uses actuarial

assumptions to estimate the amount of the future

benefits that employees have accrued at the report-

ing date (using the projected unit credit method) and

calculates the present value of the plans using an ap-

propriate discount rate.

The liability, net of any plan assets, is recognized on

an accruals basis over the vesting period of the re-

lated rights. These appraisals are performed by inde-

pendent actuaries.

If the plan assets exceed the present value of the re-

lated defined-benefit obligation, the surplus (up to

the limit of any cap) is recognized as an asset.

As regards the liabilities/(assets) of defined-bene-

fit plans, the cumulative actuarial gains and losses

from the actuarial measurement of the liabilities,

the return on the plan assets (net of the associated

interest income) and the effect of the asset ceiling

(net of the associated interest) are recognized by

the Company in other comprehensive income when

they occur. For other long-term benefits, the related

actuarial gains and losses are recognized through

profit or loss.

The Company is also involved in defined-contribu-

tion plans under which it pays fixed contributions to a

separate entity (a fund) and has no legal or construc-

tive obligation to pay further contributions if the fund

does not hold sufficient assets to pay all employee

benefits relating to employee service in the current

and prior periods. Such plans are usually aimed to

supplement pension benefits due to employees

post-employment. The related costs are recognized

in profit or loss on the basis of the amount of contri-

butions paid in the year.

Termination benefits

In compliance with IAS 19, liabilities for benefits due

to employees for the early termination of employee

service arise out of the Company’s decision to ter-

minate an employee’s employment before the normal

retirement date or an employee’s decision to accept

an offer of benefits in exchange for the termination of

employment.

Termination benefits are recognized at the earlier of

the following dates:

• when the Company can no longer withdraw its offer

of benefits; and

• when the Company recognizes a cost for a restruc-

turing that is within the scope of IAS 37 and involves

the payment of termination benefits.

The liabilities are measured on the basis of the nature

of the employee benefits.

Share-based payments

The Company undertakes share-based payment

transactions settled with equity instruments as part of

the remuneration policy adopted for the Chief Execu-

tive Officer and General Manager and for key manage-

ment personnel.

The most recent long-term incentive plans provide for

the grant to recipients of an incentive represented by

an equity component (settled with equity instruments)

and a monetary component (paid in cash), which will

accrue if specific conditions are met. In compliance

with IFRS 2, the monetary component is classified as

a cash-settled transaction if it is based on the price

(or value) of the equity instruments of the compa-

ny that issued the plan or, in other cases, as anoth-

er long-term employee benefit. In order to settle the

equity component through the bonus award of Enel

shares, a program for the purchase of treasury shares

to support these plans was approved. For more details

on share-based incentive plans, please see note 35

“Share-based payments”.

For the equity component, the Company recogniz-

es the services rendered by employees as personnel

expenses over the period in which the conditions

for remaining in service and for achieving certain

results must be satisfied (vesting period) and indi-

rectly estimates their value, and the corresponding

increase in equity, on the basis of the fair value of

the equity instruments (i.e. the issuer shares) at the

grant date.

The overall expense recognized is adjusted at each re-

porting date until the vesting date to reflect the best

estimate available to Enel of the number of equity

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

instruments for which the service and performance

conditions other than market conditions will be satis-

fied at the vesting date.

Conversely, if the incentive based on equity instru-

ments is paid in cash, the Company recognizes the

services rendered by employees as personnel ex-

penses over the vesting period and a corresponding

liability measured at the fair value of the liability in-

curred.

Subsequently, and until its extinction, the liability is

remeasured at fair value at each reporting date, con-

sidering the best possible estimate of the incentive

that will vest, with changes in fair value recognized

under personnel expenses.

Provisions for risks and charges

In compliance with IAS 37, provisions are recognized

where there is a legal or constructive obligation as a

result of a past event at the end of the reporting pe-

riod, the settlement of which is expected to result in

an outflow of resources whose amount can be reli-

ably estimated. Where the impact of the time value

of money is material, the accruals are determined by

discounting expected future cash flows using a pre-

tax discount rate that reflects the current market as-

sessment of the time value of money and the risks for

which the expected future cash flows have not been

adjusted.

If the provision is discounted, the periodic adjustment

of the present value for the time factor (i.e. the un-

winding of the discount) is recognized as a financial

expense.

When the Company expects some or all charges to

be reimbursed, the reimbursement is recognized as a

separate asset, but only when the reimbursement is

virtually certain.

Provisions do not include liabilities to reflect uncer-

tainties in income tax treatments that are recognized

as tax liabilities.

Changes in estimates of accruals to the provisions

are recognized in the income statement in the year in

which the changes occur.

Revenue from contracts

with customers

The Company recognizes revenue from contracts with

customers at an amount that reflects the considera-

tion to which the Company expects to be entitled in

exchange for those goods or services using a five-

step model provided for in IFRS 15:

• identify the contract with the customer (step 1);

• identify the performance obligations in the contract

(step 2);

• determine the transaction price (step 3);

• allocate transaction price, at contract inception, to

each separate performance obligation (step 4);

• recognize revenue (step 5).

The Company recognizes revenue when (or as) each

performance obligation is satisfied by transferring the

promised good or service to the customer.

Financial income and expense

from derivatives

Financial income and expense from derivatives in-

clude:

• income and expense from derivatives measured at

fair value through profit or loss on interest rate and

currency risk;

• income and expense from cash flow hedge deriva-

tives on interest rate and currency risks.

Other financial income and expense

For all financial assets and liabilities measured at am-

ortized cost and interest-bearing financial assets clas-

sified as at fair value through other comprehensive

income, interest income and expense are recognized

using the effective interest rate method.

Interest income is recognized to the extent that it is

probable that the economic benefits will flow to the

Company and the amount can be reliably measured.

Other financial income and expense include also

changes in the fair value of financial instruments other

than derivatives.

Dividends

In compliance with “IFRS 9 - Financial instruments”,

dividends are recognized when the unconditional

right to receive payment is established.

Dividends and interim dividends payable to the Com-

pany’s shareholders are recognized as changes in eq-

uity in the period in which they are approved by the

Shareholders’ Meeting and the Board of Directors, re-

spectively.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Income taxes

IAS 12 specifies the requirements for the recognition

of current and deferred tax assets and liabilities. The

uncertainty in the determination of tax liabilities is de-

fined in accordance with the provisions of “IFRIC 23

- Uncertainty over income tax treatments”.

Current income taxes

Current income taxes for the year, which are recog-

nized under “income tax liabilities” net of payments on

account, or under “tax assets” where there is a credit

balance, are determined using an estimate of taxable

income and in conformity with the applicable regula-

tions.

In particular, such liabilities and assets are determined

using the tax rates and tax laws that are enacted or

substantively enacted by the end of the reporting pe-

riod in the countries where taxable income has been

generated.

Current income taxes are recognized in profit or loss

with the exception of current income taxes related to

items recognized outside profit or loss that are recog-

nized in equity.

Deferred tax liabilities and assets

Deferred tax liabilities and assets are calculated on

the temporary differences between the carrying

amounts of liabilities and assets in the financial state-

ments and their corresponding amounts recognized

for tax purposes on the basis of tax rates in effect on

the date the temporary difference will reverse, which

is determined on the basis of tax rates that are en-

acted or substantively enacted as at end of the re-

porting period.

Deferred tax liabilities are recognized for all taxable

temporary differences, except when such liability

arises: (i) from the initial recognition of an asset or li-

ability in a transaction which is not a business combi-

nation, at the time of the transaction, affects neither

accounting profit nor taxable profit, and does not

give rise to equal taxable and deductible temporary

differences; or (ii) in respect of taxable temporary dif-

ferences associated with investments in subsidiaries,

associates and interests in joint ventures, when the

Company can control the timing of the reversal of

the temporary differences and it is probable that the

temporary differences will not reverse in the foresee-

able future.

Deferred tax assets are recognized for all deductible

temporary differences, the carryforward of tax losses

and unused tax credits. For more information con-

cerning the recoverability of such assets, please see

the appropriate section of the discussion of estimates.

Deferred taxes and liabilities are recognized in profit

or loss, with the exception of those in respect of items

recognized outside profit or loss that are recognized

in equity.

Deferred tax assets and deferred tax liabilities are off-

set only if there is a legally enforceable right to offset

current tax assets with current tax liabilities and when

they relate to income taxes levied by the same taxation

authority on either the same taxable entity or different

taxable entities which intend either to settle current

tax liabilities and assets on a net basis, or to realize the

assets and settle the liabilities simultaneously, in each

future period in which significant amounts of deferred

tax liabilities or assets are expected to be settled or

recovered.

Uncertainty over income tax treatments

In defining ‘uncertainty’, it shall be considered whether

a particular tax treatment will be accepted by the rel-

evant taxation authority. If it is deemed probable that

the tax treatment will be accepted (where the term

‘probable’ is defined as ‘more likely than not’), then the

Company recognizes and measures its current/de-

ferred tax asset or liabilities applying the requirements

in IAS 12.

Conversely when the Company feels that it is not likely

that the taxation authority will accept the tax treat-

ment for income tax purposes, the Company reflects

the uncertainty in the manner that best predicts the

resolution of the uncertain tax treatment.

For more information on uncertainty over tax treat-

ments please see note 2.1 “Use of estimates and man-

agement judgment”.

Since uncertain income tax positions meet the defini-

tion of income taxes, the Company presents uncertain

tax liabilities/assets as current tax liabilities/assets or

deferred tax liabilities/assets.

Guarantee contracts

Financial guarantee contracts are initially measured

and recognized at fair value by the Company in com-

pliance with “IFRS 9 - Financial instruments”. Subse-

quently, guarantees are measured at the higher of:

• the amount of the expected credit loss (ECL) allow-

ance determined in accordance with IFRS 9; and

• the amount initially recognized less, when appropri-

ate, the cumulative amount of income recognized in

accordance with IFRS 15.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

These provisions also apply to commercial guarantee

contracts that do not represent insurance contracts

because they do not transfer significant insurance

risks to the issuer and meet the conditions to be rec-

ognized and measured as financial instruments under

IFRS 9.

2.3 Climate change disclosures

Enel is committed to developing a business model in

line with the Paris Agreement (COP21) goals in order

to limit the average global temperature increase to

below 1.5 °C and to achieve zero emissions by 2040,

promoting the key role of electricity as an energy

carrier to drive the transition to a “Net Zero” global

economy by 2050. Through its business strategy, the

Group is committed to define the drivers and the in-

vestments necessary to develop climate change mit-

igation and adaptation actions throughout its value

chain.

Zero emissions ambition:

the decarbonization plan

for mitigation of climate changes

The commitment to fighting climate change is an in-

tegral part of Enel’s strategy, both in the short term as

well as in the long term, by means of a decarbonization

plan that covers both direct as well as indirect emis-

sions along the entire value chain. This strategy, which

is based on four objectives certified by the Science

Based Targets initiative (SBTi), in line with the limitation

of global warming to 1.5 ºC, is concentrated on the fol-

lowing business lines of action.

Decarbonization of the energy mix: development

of new renewable capacity and simultaneous exit

from thermal generation by 2040. In this sense,

the Group confirms its goal to phase out coal-fired

generation by 2027, subject to approval from the

relevant authorities, converting the sites to other

uses. These objectives can be reached also due to

the absence of blocked emissions associated with

the Group’s activities that could therefore delay

and/or block the business commitments to close

the plants.

Push toward electrification and phase-out of retail

gas: development of electricity technologies that are

more efficient and convenient for consumers, pro-

moting the electrification of uses and the progressive

minimization of the gas portfolio of customers over

the medium and long term.

Grid development and enhancement: reinforcement

of the role of grids with an investment plan aimed at

increasing resilience, digitalization and flexibility to

support the connection of millions of customers and

prosumers and balance the intermittent energy supply

generated directly by renewable plants.

The investments supporting the transition plan are an

integral part of the Group’s Strategic Plan, including

the alignment with the decarbonization objectives and

the criteria of EU Taxonomy.

For more information on financial implications of cli-

mate change-related topics, see note 2.1 “Use of es-

timates and management judgments” and the notes

relating to specific items.

2.4 Minimum tax

The Pillar II - Global Anti-Base Erosion Model Rules

(GloBE Rules), which are intended to ensure that large

multinational enterprises pay a minimum level of in-

come tax in each jurisdiction in which they operate,

have been enacted or substantially enacted in certain

jurisdictions in which the Enel Group operates. Direc-

tive 2022/2523/EU on ensuring a global minimum level

of taxation for multinational groups was implement-

ed in Italy by Legislative Decree 209 of December 27,

2023.

In general, the rules envisage the application of a “top-

up” tax to the excess profit in a jurisdiction to bring the

effective tax rate on that income up to a minimum of

15%.

For this purpose, the Group has conducted an assess-

ment of its potential exposure to the top-up tax in

such jurisdictions, which found that there are a limited

number of circumstances in which the effective tax

rate is below 15%.

On the basis of this assessment, the potential top-up

tax that the Enel Group will have to pay as the differ-

ence between the effective tax rates calculated per ju-

risdiction based on the GloBE Rules and the minimum

rate of 15% will not have a significant impact.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

In application of the provisions of the amendment of

“IAS 12 - International Tax Reform – Pillar II Model Rules”,

the Group has applied the mandatory temporary ex-

emption to requirements regarding deferred taxes

deriving from the application of Pillar II. The Group will

recognize the taxes emerging from the application of

the rules as current taxes when they are incurred (see

note 12 “Deferred tax assets and liabilities”).

3. New and amended standards and interpretations

The Company has applied the following standards,

interpretations and amendments that took effect as

from January 1, 2024:

• “Amendments to IAS 7 – Statement of cash flows

and IFRS 7 – Financial Instruments Disclosures: Sup-

plier Finance Arrangements”, issued in May 2023.

The amendments clarify the characteristics of sup-

plier finance arrangements (SFAs) and require the

provision of additional disclosures to enable users of

financial statements to evaluate the impact of such

arrangements on liabilities, cash flows and exposure

to liquidity risk. The amendments also clarify that

these arrangements provide the entity with extend-

ed payment terms, or the entity’s suppliers with ear-

ly payment terms, compared to the related payment

due date. The amendments to IAS 7 provide a list

of disclosures, to be reported in aggregate form, for

SFAs with similar characteristics.

The amendments to IFRS 7 add SFAs to the list of

factors that could be considered when providing

required disclosures on liquidity risk management,

and include such arrangements as a possible source

of concentration of liquidity risk. The IASB does not

require disclosure of comparative information or

disclosure of opening balances during the first year

of application.

• “Amendments to IAS 1 - Classification of Liabilities

as Current or Non-current”, issued in January 2020.

The amendments regard the provisions of IAS 1

concerning the presentation of liabilities. More spe-

cifically, the amendments eliminate the requirement

that the right to defer be unconditional and clarify:

• the criteria to adopt in classifying a liability as cur-

rent or non-current, specifying the meaning of

right to defer settlement and that that right must

exist at the end of the reporting period;

• that the classification is unaffected by the inten-

tions or expectations of management about the

exercise of the right to defer settlement of a liability;

• that the right to defer exists if and only if the en-

tity satisfies the terms of the liability at the end of

the reporting period, even if the creditor does not

verify compliance with those terms until later; and

• that settlement regards the transfer to the coun-

terparty of cash, equity instruments, other assets

or services. In this regard, terms of a liability that

could, at the option of the counterparty, result in

its settlement by the transfer of the entity’s own

equity instruments (e.g. conversion options) do

not affect its classification as current or non-cur-

rent if, applying IAS 32, the entity classifies the op-

tion as an equity instrument, recognizing it sepa-

rately from the liability.

• “Amendments to IAS 1 - Non-current Liabilities with

Covenants”, issued in October 2022. The amend-

ments are intended to:

• clarify that the classification of a liability as current

or non-current is subject to any covenants, pres-

ent in the arrangement if an entity is required to

comply with the covenant on or before the end of

the reporting period; and

• improve disclosure when the right to defer settle-

ment of a liability for at least 12 months is subject

to compliance with covenants. Specifically, the

amendments require disclosures that enable us-

ers of financial statements to understand the risk

that the liabilities could become repayable within

12 months after the reporting period, including:

(i) information about the covenants (including the

nature of the covenants and when the entity is

required to comply with them) and the carrying

amount of related liabilities; (ii) facts and circum-

stances, if any, that indicate the entity may have

difficulty complying with the covenants.

• “Amendments to IFRS 16 - Lease Liability in a Sale

and Leaseback”, issued in September 2022. The

amendments specify the criteria that the seller-les-

see shall use in measuring the liability arising from

a sale and leaseback transaction in order to en-

sure that the seller-lessee does not recognize any

amount of the gain or loss that relates to the right of

use retained by the seller-lessee.

Specifically, IFRS 16 requires the seller-lessee to

measure the right-of-use asset arising from a sale

and leaseback transaction in proportion to the pre-

vious carrying amount of the asset in respect of the

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

retained right-of-use and, consequently, to recog-

nize only the amount of any capital gain or loss re-

lating to the rights transferred to the buyer-lessor.

Moreover, the amendments apply to sale and lease-

back transaction in which lease payments include

variable payments that do not depend on an index

or rate.

The application of these amendments has not had a

material impact in these financial statements.

Information on the Income Statement

Revenue

4.a Revenue from sales and services – €110 million

Millions of euro 2024 2023 Change

Group companies 109 107 2

Third parties 1 - 1

Total revenue from sales and services 110 107 3

Revenue from sales and services includes manage-

ment services provided to the subsidiaries within the

management and coordination role as Parent Com-

pany (€76 million), IT services (€29 million) and other

services (€5 million).

The increase of €3 million reflected the increase in

revenue from management services (€11 million), off-

set by the decrease in revenue from IT services (€7

million) and other services (€1 million).

Revenue from sales and services breaks down by geo-

graphical segment as follows:

• €60 million in Italy (€52 million in 2023);

• €16 million in the European Union (€18 million in

2023);

• €34 million in other countries (€37 million in 2023).

4.b Other income – €11 million

“Other income” mainly includes the billing of costs for

Enel SpA personnel seconded to other Group compa-

nies (€8 million), and to Fondazione Centro Studi Enel

and Enel Cuore Onlus (a total €2 million). In 2023 the

item included the capital gain of €43 million, on the

sale of the interest held in the joint venture Rusener-

gosbyt LLC.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Costs

5.a Purchase of consumables

Costs for the purchase of consumables did not change significantly on the previous year.

5.b Services, leases and rentals – €177 million

Millions of euro 2024 2023 Change

Services 170 197 (27)

Leases and rentals 7 5 2

Total services, leases and rentals 177 202 (25)

Costs for services include costs for services provided

by third parties in the amount of €55 million (€75 mil-

lion in 2023) and by Group companies in the amount of

€115 million (€122 million in 2023).

Costs for services provided by third parties decreased

by €20 million, reflecting a decrease in costs for sys-

tem services (€23 million), partly offset by the increase

in costs for advertising and sponsorship (€4 million).

Costs for services provided by Group companies de-

creased by €7 million, due to the decrease in costs for

system services (€6 million) and management services

(€2 million).

Costs for leases and rentals are represented by lease

costs for assets owned by the subsidiary Enel Italia

SpA (€5 million) and costs for operating leases (€2

million).

5.c Personnel expenses – €146 million

Millions of euro Notes 2024 2023 Change

Wages and salaries 93 87 6

Social security contributions 28 26 2

Post-employment benefits 24 8 7 1

Other long-term benefits 24 1 (3) 4

Share-based payments 4 2 2

Other costs and other incentive plans 12 16 (4)

Total personnel expenses 146 135 11

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Personnel expenses increased by €11 million com-

pared with 2023, mainly attributable to the increase

in the average number of employees and the head-

count.

The table below shows the average number of em-

ployees by category, compared with the previous year,

and the actual number of employees at December 31,

2024.

Average number Headcount

No. 2024 2023 Change at Dec. 31, 2024

Managers 184 165 19 189

Middle managers 593 488 105 668

White collar 271 249 22 273

Total 1,048 902 146 1,130

5.d Depreciation, amortization and impairment losses – €3,585 million

Millions of euro 2024 2023 Change

Depreciation 5 4 1

Amortization 83 47 36

Impairment losses 3,497 668 2,829

Reversals of impairment losses - - -

Total depreciation, amortization, and impairment losses 3,585 719 2,866

The item came to €88 million and includes deprecia-

tion of €5 million and amortization of €83 million.

Impairment losses include impairment losses on the

equity investments held in the subsidiaries Enel Hold-

ing Finance Srl (€2,587 million), Enel Finance Interna-

tional NV (€862 million), as a result of the impairment

test carried out after the partial distribution of avail-

able capital reserves, and Enel Reinsurance - Com-

pagnia di riassicurazione SpA (€47 million).

The item also includes impairment losses and reversals

of trade and other receivables totaling €1 million.

For details on the criteria used to determine the im-

pairment losses, see note 13 “Equity investments” be-

low.

5.e Other operating costs – €14 million

Other operating costs decreased by €33 million. In

2023, the item reflected the waiver of receivables of

the Company and other Group companies in respect

of Enel Generación Costanera SA in the amount of €21

million and uncollected receivables due from Rusener-

gosbyt LLC (€11 million).

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

6. Income from equity investments – €6,563 million

Millions of euro 2024 2023 Change

Dividends from subsidiaries 6,562 4,269 2,293

Enel Américas SA 399 88 311

Enel Chile SA 216 285 (69)

Enel Finance International NV 1,075 - 1,075

Enel Global Trading SpA 1,103 - 1,103

Enel Green Power SpA 166 - 166

Enel Grids Srl - 267 (267)

Enel Holding Finance Srl 3,225 - 3,225

Enel Iberia SRLU 375 1,415 (1,040)

Enel Italia SpA - 2,214 (2,214)

Enelpower Srl 3 - 3

Dividends from joint ventures 1 - 1

Empresa Propietaria de la Red SA 1 - 1

Total income from equity investments 6,563 4,269 2,294

The item regards dividends approved by subsidiaries,

associates and other companies, up by €2,294 million

compared with 2023, mainly reflecting:

• the distribution of available reserves by the sub-

sidiaries Enel Holding Finance Srl in the amount

of €3,225 million and the Dutch company Enel

Finance International NV in the amount of €1,075

million;

• the distribution of dividends by Enel Global Trading

SpA in the amount of €1,103 million;

• a decrease in the distribution of dividends by Enel

Iberia SRLU in the amount of €1,040 million.

Enel Italia SpA and Enel Grids Srl did not approve any

dividend distribution.

At year end, outstanding interim dividends for 2024 in-

cluded those approved by the subsidiaries Enel Iberia

SRLU (€300 million), Enel Américas SA (€294 million)

and Enel Chile SA (€35 million), which were collected

in January and February 2025.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

7. Net financial income/(expense) from derivatives – €96 million

Millions of euro 2024 2023 Change

Income from derivatives

- on behalf of Group companies: 401 762 (361)

- income from derivatives at fair value through profit

or loss

401 762 (361)

- on behalf of Enel SpA: 149 145 4

- income from cash flow hedge derivatives 130 121 9

- income from derivatives at fair value through profit

or loss

19 24 (5)

Total income from derivatives 550 907 (357)

Expense from derivatives

- on behalf of Group companies: 398 766 (368)

- expense from derivatives at fair value through profit

or loss

398 766 (368)

- on behalf of Enel SpA: 56 103 (47)

- expense from cash flow hedge derivatives 36 67 (31)

- expense from derivatives at fair value through profit

or loss

20 36 (16)

Total expense from derivatives 454 869 (415)

TOTAL FINANCIAL INCOME/(EXPENSE)

FROM DERIVATIVES

96 38 58

Net financial income from derivatives on interest and

exchange rates came to €96 million (€38 million in

2023).

The increase of €58 million reflects the decrease

in net financial expense on cash flow hedge deriv-

atives (€40 million), the decrease in net financial ex-

pense on derivatives at fair value through profit or

loss (€11 million), entered into on behalf of Enel SpA,

and the decrease in net financial expense on deriv-

atives entered into on behalf of Group companies

(€7 million).

Net financial income/(expense) recognized in 2024 on

both cash flow hedge derivatives and on derivatives at

fair value through profit or loss mainly regard hedges

on exchange rate risk.

For more details on derivatives, see note 31 ““Finan-

cial instruments” and note 33 “Derivatives and hedge

accounting”.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

8. Net other financial income/(expense) – €(404) million

Millions of euro 2024 2023 Change

Other financial income

Interest income

Interest income on short-term financial assets 348 235 113

Total 348 235 113

Exchange gains 14 32 (18)

Other 186 214 (28)

Total 200 246 (46)

Total other financial income 548 481 67

Other financial expense

Interest expense

Interest expense on bank borrowings 145 163 (18)

Interest expense on bonds 140 240 (100)

Interest expense on other borrowings 594 449 145

Total 879 852 27

Exchange losses 64 32 32

Interest expense on defined-benefit plans and other

long-term employee benefits

5 6 (1)

Financial expense on debt management transactions - 7 (7)

Other 4 55 (51)

Total 73 100 (27)

Total other financial expense 952 952 -

NET OTHER FINANCIAL INCOME/(EXPENSE) (404) (471) 67

Other financial income amounted to €548 million, an

increase of €67 million on 2023, mainly reflecting:

• an increase of €113 million in interest income on

short-term financial assets;

• a decrease of €18 million in exchange gains, mainly

reflecting developments in exchange rates associ-

ated with net debt denominated in currencies other

than the euro;

• a decrease of €28 million in other interest income on

guarantees issued on behalf of Group companies.

Other financial expense amounted to €952 million,

and did not change compared with 2023.

The increase in financial expense on other borrowings

(€145 million) and in exchange losses (€32 million) was

offset by the decrease in interest expense on bonds

(€100 million) and bank borrowings (€18 million), lower

charges on guarantees from third parties (€51 million)

and lower financial expense on debt management

transactions.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

9. Income taxes – €(144) million

Millions of euro 2024 2023 Change

Current taxes (148) (141) (7)

Deferred tax income 1 - 1

Deferred tax expense 3 5 (2)

Total taxes (144) (136) (8)

Income taxes for 2024 showed a benefit of €144 mil-

lion, mainly as a result in the reduction in the tax base

for the corporate income tax (IRES) compared with

pre-tax profit due to the exclusion of 95% of the divi-

dends received from the subsidiaries and the deduct-

ibility of Enel SpA’s interest expense for the Group in

accordance with corporate income tax law (Article 96

of the Consolidated Income Tax Code).

The following table reconciles the theoretical tax rate

with the effective tax rate.

Millions of euro 2024 % 2023 %

Pre-tax profit 2,454 2,896

Theoretical corporate income taxes (IRES) 589 24.0% 695 24.0%

Tax decreases:

- dividends on equity investments, collected (536) -21.8% (973) -33.6%

- dividends on equity investments, not collected (8) -0.3% (5) -

- uses of provisions (13) -0.5% (12) -0.4%

- other (1,072) -43.7% (47) -1.6%

Tax increases:

- impairment losses/(gains) for the year 839 34.2% 145 5.0%

- accruals to provisions 11 0.4% 12 -

- prior-year expense 1 - 8 0.3%

- other 7 0.3% 7 0.2%

Total current corporate income taxes (IRES) (182) -7.4 % (170) -5.9%

Foreign taxes (10) -0.4% 39 -

Difference on estimated income taxes from prior years 21 0.9% - -

Withholdings on dividends from foreign equity

investments

23 0.9% - -

Total deferred tax items 4 0.2% 4 0.1%

- of which changes for the year 4 5

- of which difference of prior-year estimates - (1)

TOTAL INCOME TAXES (144) -5.9% (127) -5.7%

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Information on the Statement of Financial Position

Assets

10. Property, plant and equipment – €11 million

Millions of euro Land Buildings

Plant and

machinery

Industrial

and

commercial

equipment

Other

assets

Leasehold

improvements

Assets under

construction

and

advances Total

Cost 1 6 3 5 35 42 - 92

Accumulated depreciation - (5) (3) (5) (27) (41) - (81)

Balance at Dec. 31, 2022 1 1 - - 8 1 - 11

Capital expenditure - - - - 3 - - 3

Entry into service - - - - - - - -

Depreciation - - - - (4) (1) - (5)

Total changes - - - - (1) (1) - (2)

Cost 1 6 3 5 38 42 - 95

Accumulated depreciation - (5) (3) (5) (31) (42) - (86)

Balance at Dec. 31, 2023 1 1 - - 7 - - 9

Capital expenditure - - - - 5 - - 5

Entry into service - - - - - - - -

Depreciation - - - - (3) - - (3)

Total changes - - - - 2 - - 2

Cost 1 6 3 5 43 42 - 100

Accumulated depreciation - (5) (3) (5) (34) (42) - (89)

Balance at Dec. 31, 2024 1 1 - - 9 - - 11

Property, plant and equipment totaled €11 million,

an increase of €2 million on December 31, 2023

reflecting the positive balance between capital ex-

penditure for 2024 (€5 million) and depreciation

recognized (€3 million).

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

11. Intangible assets – €76 million

Intangible assets, all of which have a finite useful life, break down as follows.

Millions of euro

Industrial patents and intellectual

property rights

Other intangible assets

under development Total

Balance at Dec. 31, 2022 76 57 133

Investments 4 41 45

Assets entering service - - -

Amortization (47) - (47)

Total changes (43) 41 (2)

Balance at Dec. 31, 2023 33 98 131

Investments - 28 28

Assets entering service 97 (97) -

Amortization (83) - (83)

Total changes 14 (69) (55)

Balance at Dec. 31, 2024 47 29 76

Industrial patents and intellectual property rights, in

the amount of €47 million (€33 million in 2023), mainly

regard costs incurred in purchasing applications soft-

ware. Amortization is calculated on a straight-line ba-

sis over the item’s residual useful life (three years on

average).

Other intangible assets under development amount-

ed to €29 million, a decrease of €69 million, mainly

due to past investments entered in operation related

to IT projects, digital development projects for the

computerization of business processes, compliance

and reporting of Holding Company Staff functions, in

particular in the areas of Administration, Finance and

Control, Legal, Corporate, Regulatory and Antitrust

Affairs, External Relations, People and Organization

and Audit.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

12. Deferred tax assets and liabilities – €111 million and €33 million

Millions of euro at Dec. 31, 2023

Increase/

(Decrease) taken

to profit or loss

Increase/

(Decrease) taken

to equity at Dec. 31, 2024

Deferred tax assets

Nature of temporary differences:

- provisions for risks and charges

and impairment losses

7 6 - 13

- measurement of financial instruments 64 - 7 71

- other items 35 (8) - 27

Total deferred tax assets 106 (2) 7 111

Deferred tax liabilities

Nature of temporary differences:

- measurement of financial instruments (38) - 13 (25)

- other items (5) (3) - (8)

Total deferred tax liabilities (43) (3) 13 (33)

Excess net deferred IRES tax assets

after any offsetting

63 78

Deferred tax assets totaled €111 million (€106 million

at December 31, 2023) and essentially regard deferred

tax assets on the fair value measurement of cash flow

hedges.

Deferred tax liabilities came to €33 million (€43 mil-

lion at December 31, 2023) and mainly regard deferred

taxes on the fair value measurement of cash flow

hedge instruments.

The amount of deferred tax assets and liabilities was

determined by applying a rate of 24% for IRES.

13. Equity investments – €58,478 million

The table below shows the changes during the year

for each investment, with the corresponding carrying

amounts at the beginning and end of the year, as well

as the list of investments held in subsidiaries, joint ven-

tures, associates and other companies.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro Original cost

Impairment

(losses)/gains

Other

changes -

IFRIC 11 &

IFRS 2

Carrying

amount % holding

Capital

contributions

and loss

coverage

Mergers/

Spin-offs

Value

adjustments

Net

change

Original

cost

Impairment

(losses)/gains

Other changes -

IFRIC 11 & IFRS 2

Carrying

amount % holding

at Dec. 31, 2023 Changes in 2024 at Dec. 31, 2024

A) Subsidiaries

Enel Global Services Srl 70 - 2 72 100.0 - -

- - 70 - 3 73 100.0

Enel Global Trading SpA 1,401 - 2 1,403 100.0 - - - - 1,401 - 3 1,404 100.0

Enel Green Power SpA 2,063 (1,369) 5 699 100.0 - - - - 2,063 (1,369) 6 700 100.0

Enel Grids Srl 59 - 3 62 100.0 - - - - 59 - 4 63 100.0

Enel Holding Finance Srl

(1)

7,874 - - 7, 874 100.0 - - (2,587) (2,587) 7,874 (2,587) - 5,287 100.0

Enel Iberia SRLU 13,713 - 1 13,714 100.0 - - - - 13,713 - 1 13,714 100.0

Enel Innovation Hubs Srl 70 (63) - 7 100.0 - - - - 70 (63) - 7 100.0

Enel Insurance NV 602 - - 602 100.0 - (602) - (602) - - - - -

Enel Investment Holding BV 4,497 (4,492) - 5 100.0 - - - - 4,497 (4,492) - 5 100.0

Enel Italia SpA 12,763 - 6 12,769 100.0 - - - - 12,763 - 7 12,770 100.0

Enel North America Inc. 5,537 - 1 5,538 100.0 1,050 - - 1,050 6,587 - 1 6,588 100.0

Enel Reinsurance -

Compagnia di

riassicurazione SpA

(1)

4 - - 4 100.0 - 602 (47) 555 606 (47) - 559 100.0

Enel X Srl 239 - 3 242 100.0 - - - - 239 - 4 243 100.0

Enel X Way Srl 916 - - 916 100.0 - - - - 916 - - 916 100.0

Enelpower Srl 189 (163) - 26 100.0 - - - - 189 (163) - 26 100.0

Vektör Enerjí Üretím Anoním

Şírketí

- - - - 100.0 - - - - - - - - 100.0

Enel Américas SA 11,658 - - 11,658 82.3 - - - - 11,658 - - 11,658 82.3

Enel Chile SA 2,671 - - 2,671 64.9 - - - - 2,671 - - 2,671 64.9

Enel Finance International NV 2,624 - - 2,624 25.0 - - (862) (862) 2,624 (862) - 1,762 25.0

Enel Green Power Chile SA - - - - - - - - - - - - - -

Total subsidiaries 66,950 (6,087) 23 60,886 1,050 - (3,496) (2,446) 68,000 (9,583) 29 58,446

B) Associates

CESI SpA 23 - - 23 42.7 - -

- - 23 - - 23 42.7

Total associates 23 - - 23 - - - - 23 - - 23

C) Other companies

Compañía de Transmisión

del Mercosur SA

- - - - - - -

Elcogas SA in liquidation 5 (5) - - 4.3 - - - - 5 (5) - - 4.3

Empresa Propietaria de la

Red SA

5 3 - 8 11.1 - - 1 1 5 4 - 9 11.1

Idrosicilia SpA - - - - 1.0 - - - - - - - - 1.0

Red Centroamericana de

Telecomunicaciones SA

- - - - 11.1 - - - - - - - - 11.1

Total other companies 10 (2) - 8 - - 1 1 10 (1) - 9

TOTAL EQUITY

INVESTMENTS

66,983 (6,089) 23 60,917 1,050 - (3,495) (2,445) 68,033 (9,584) 29 58,478

(1) The balance at December 31, 2023 reflects a more accurate calculation of the aggregate.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro Original cost

Impairment

(losses)/gains

Other

changes -

IFRIC 11 &

IFRS 2

Carrying

amount % holding

Capital

contributions

and loss

coverage

Mergers/

Spin-offs

Value

adjustments

Net

change

Original

cost

Impairment

(losses)/gains

Other changes -

IFRIC 11 & IFRS 2

Carrying

amount % holding

at Dec. 31, 2023 Changes in 2024 at Dec. 31, 2024

A) Subsidiaries

Enel Global Services Srl 70 - 2 72 100.0 - -

- - 70 - 3 73 100.0

Enel Global Trading SpA 1,401 - 2 1,403 100.0 - - - - 1,401 - 3 1,404 100.0

Enel Green Power SpA 2,063 (1,369) 5 699 100.0 - - - - 2,063 (1,369) 6 700 100.0

Enel Grids Srl 59 - 3 62 100.0 - - - - 59 - 4 63 100.0

Enel Holding Finance Srl

(1)

7,874 - - 7, 874 100.0 - - (2,587) (2,587) 7,874 (2,587) - 5,287 100.0

Enel Iberia SRLU 13,713 - 1 13,714 100.0 - - - - 13,713 - 1 13,714 100.0

Enel Innovation Hubs Srl 70 (63) - 7 100.0 - - - - 70 (63) - 7 100.0

Enel Insurance NV 602 - - 602 100.0 - (602) - (602) - - - - -

Enel Investment Holding BV 4,497 (4,492) - 5 100.0 - - - - 4,497 (4,492) - 5 100.0

Enel Italia SpA 12,763 - 6 12,769 100.0 - - - - 12,763 - 7 12,770 100.0

Enel North America Inc. 5,537 - 1 5,538 100.0 1,050 - - 1,050 6,587 - 1 6,588 100.0

Enel Reinsurance -

Compagnia di

riassicurazione SpA

(1)

4 - - 4 100.0 - 602 (47) 555 606 (47) - 559 100.0

Enel X Srl 239 - 3 242 100.0 - - - - 239 - 4 243 100.0

Enel X Way Srl 916 - - 916 100.0 - - - - 916 - - 916 100.0

Enelpower Srl 189 (163) - 26 100.0 - - - - 189 (163) - 26 100.0

Vektör Enerjí Üretím Anoním

Şírketí

- - - - 100.0 - - - - - - - - 100.0

Enel Américas SA 11,658 - - 11,658 82.3 - - - - 11,658 - - 11,658 82.3

Enel Chile SA 2,671 - - 2,671 64.9 - - - - 2,671 - - 2,671 64.9

Enel Finance International NV 2,624 - - 2,624 25.0 - - (862) (862) 2,624 (862) - 1,762 25.0

Enel Green Power Chile SA - - - - - - - - - - - - - -

Total subsidiaries 66,950 (6,087) 23 60,886 1,050 - (3,496) (2,446) 68,000 (9,583) 29 58,446

B) Associates

CESI SpA 23 - - 23 42.7 - -

- - 23 - - 23 42.7

Total associates 23 - - 23 - - - - 23 - - 23

C) Other companies

Compañía de Transmisión

del Mercosur SA

- - - - - - -

Elcogas SA in liquidation 5 (5) - - 4.3 - - - - 5 (5) - - 4.3

Empresa Propietaria de la

Red SA

5 3 - 8 11.1 - - 1 1 5 4 - 9 11.1

Idrosicilia SpA - - - - 1.0 - - - - - - - - 1.0

Red Centroamericana de

Telecomunicaciones SA

- - - - 11.1 - - - - - - - - 11.1

Total other companies 10 (2) - 8 - - 1 1 10 (1) - 9

TOTAL EQUITY

INVESTMENTS

66,983 (6,089) 23 60,917 1,050 - (3,495) (2,445) 68,033 (9,584) 29 58,478

(1) The balance at December 31, 2023 reflects a more accurate calculation of the aggregate.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

The table below reports changes in equity investments in 2024.

Millions of euro

Increases

Capital contribution to Enel North America Inc. 1,050

Revaluation of investment held in Empresa Propietaria de la Red SA 1

Total increases 1,051

Decreases

Impairment loss on Enel Holding Finance Srl (2,587)

Impairment loss on Enel Finance International NV (862)

Impairment loss on Enel Reinsurance - Compagnia di riassicurazione SpA (47)

Total decreases (3,496)

NET CHANGE (2,445)

In 2024 the carrying amount of investments in subsid-

iaries, joint ventures, associates and other companies

decreased by €2,445 million as a result of:

• the impairment loss of €862 million on the invest-

ment held in Enel Finance International NV, mainly

reflecting the impairment test carried out after the

partial distribution of available capital reserves for a

total of €4,300 million to its shareholders, Enel SpA

and Enel Holding Finance Srl, proportionally to eq-

uity held;

• the impairment loss of €2,587 million on the invest-

ment held in the subsidiary Enel Holding Finance Srl,

reflecting the impairment test carried out after the

partial distribution of available capital reserves in the

amount of €3,225 million to Enel SpA;

• the impairment loss of €47 million on the investment

held in the subsidiary Enel Reinsurance - Compagnia

di riassicurazione SpA to reflect the economic and

financial situation of the company;

• a capital contribution of €1,050 million (equal to

$1,100 million) to the subsidiary Enel North America

Inc., on December 12, 2024, in order to optimize the

company’s financial structure by maximizing the im-

pact of liability management operations;

• the increase in the fair value measurement of the

equity investment in Empresa Propietaria de la Red

SA in the amount of €1 million.

As from January 1, 2024, the Dutch captive company

Enel Insurance NV merged into the Italian Enel Rein-

surance - Compagnia di riassicurazione SpA.

In accordance with IFRS 2, the carrying amount of

investments in the subsidiaries involved in the share-

based incentive plans for the management of Enel

and/or its subsidiaries pursuant to Article 2359 of the

Italian Civil Code has also been increased by the fair

value of the equity component for the year, recog-

nized in specific equity reserves, in the overall amount

of €6 million. In the case of the award of equity instru-

ments to the employees of indirect subsidiaries, the

carrying amount of the equity investment in the direct

subsidiary was increased.

The following table shows the assumptions used in

determining the impairment loss on the investments

held in Enel Finance International NV and Enel Holding

Finance Srl.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions

of euro

Original

cost

Growth

rate

(1)

Pre-tax

WACC

discount

rate

Explicit

period

of cash

flows

Terminal

value

(2)

Carrying

amount

post

impairment

Original

cost

Growth

rate

(1)

Pre-tax

WACC

discount

rate

Explicit

period

of cash

flows

Terminal

value

(2)

Carrying

amount

post

impairment

at Dec. 31, 2024 at Dec. 31, 2023

Enel Finance

International

2,624 0.04% 11.6% 3 years Perpetuity 1,762 2,624 2.10% 13.3% 3 years Perpetuity 2,624

Enel Holding

Finance Srl

7,874 0.04% 11.6% 3 years Perpetuity 5,287 7, 874 2.10% 13.3% 3 years Perpetuity 7,874

(1) Perpetual growth rate for cash flows after the explicit forecast period.

(2) The terminal value has been estimated on the basis of a perpetuity or an annuity with a rising yield for the years indicated in the column.

The recoverable amount of the equity investments rec-

ognized through the impairment tests was estimated by

calculating the equity value of the investments through

an estimate of their value in use using discounted cash

flow models, which involve estimating expected future

cash flows and applying an appropriate discount rate,

selected on the basis of market inputs such as risk-free

rates, betas and market risk premiums. For the purpose

of comparing the carrying amount of the investments,

the enterprise value resulting from the estimation of

future cash flows was converted into the equity value

by subtracting the net financial position of the investee

and other balance sheet items relevant for estimating

the equity value. Cash flows were determined on the

basis of the best information available at the time of

the estimate and drawn for the explicit period from

the 2025-2027 Business Plan approved by the Board

of Directors of the Company on November 17, 2024,

containing forecasts for volumes, revenue, operating

costs, capital expenditure, industrial and commercial

organization and developments in the main macroe-

conomic variables (inflation, nominal interest rates and

exchange rates) and commodity prices. The explicit

period of cash flows considered in impairment testing

for these equity investments differs in accordance with

the specific features and business cycles of the various

companies. The terminal value, on the other hand, was

calculated as a perpetuity or annuity with a growth rate

representing the long-term rate of growth outlook of

the companies (depending on the country and busi-

ness involved).

With regard to the investments held in the companies

Enel Finance International NV, Enel Holding Finance Srl

and Enel Reinsurance - Compagnia di riassicurazione

SpA, the negative difference between the carrying

amount of the investments and their equity represent-

ed a trigger event, following which the equity value of

the investments in consideration of their expected

future cash flows was determined by means of an im-

pairment test.

With regard to the investments held in the companies

Enel Italia SpA, Enel X Way Srl, Enel X Srl, Enel Green

Power SpA, Enel Grids Srl and Enel Global Services

Srl the carrying amount is deemed to be recoverable

even if individually greater than equity at December

31, 2024 for each investee. This circumstance is not

felt to represent an impairment loss in respect of the

investment but rather a temporary mismatch between

the two amounts. More specifically, for the companies

Enel Italia SpA, Enel X Way Srl, Enel X Srl, Enel Green

Power SpA, Enel Grids Srl and Enel Global Services Srl

the negative difference between the carrying amount

of the investments and their equity represented a

trigger event, following which the equity value of the

investments in consideration of their expected fu-

ture cash flows was determined by means of an im-

pairment test. As a result of this test, a greater value

emerged that was not reflected in equity to an extent

necessary to confirm the full recoverability of the value

of the investments.

It should also be noted that these investments have

passed their related impairment tests.

The share certificates for Enel SpA’s investments in

Italian subsidiaries are held in custody at Monte dei

Paschi di Siena.

The following table reports the share capital and eq-

uity of the investments in subsidiaries, joint ventures,

associates and other investees at December 31,

2024.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Registered

office Currency Share capital

Equity

(millions of

euro)

Prior year

profit/(loss)

(millions of

euro) % holding

Carrying

amount

(millions of

euro)

A) Subsidiaries

Enel Global Services Srl Rome EUR 10,000 52 1 100.0 73

Enel Global Trading SpA Rome EUR 90,885,000 1,794 1,161 100.0 1,404

Enel Green Power SpA Rome EUR 272,000,000 358 (134) 100.0 700

Enel Grids Srl Rome EUR 10,100,000 48 3 100.0 63

Enel Holding Finance Srl Rome EUR 10,000 5,285 636 100.0 5,287

Enel Iberia SRLU Madrid EUR 336,142,500 24,063 775 100.0 13,714

Enel Innovation Hubs Srl Rome EUR 1,100,000 8 - 100.0 7

Enel Investment Holding BV Amsterdam EUR 1,000,000 4 (1) 100.0 5

Enel Italia SpA Rome EUR 100,000,000 10,200 2,119 100.0 12,770

Enel North America Inc.

(1)

Andover USD 50 7,6 69 165 100.0 6,588

Enel Reinsurance -

Compagnia di

riassicurazione SpA

Rome EUR 3,000,000 555 30 100.0 559

Enel X Srl Rome EUR 1,050,000 (52) (159) 100.0 243

Enel X Way Srl Rome EUR 6,026,000 194 (113) 100.0 916

Enelpower Srl Milan EUR 2,000,000 27 1 100.0 26

Vektör Enerji Üretim

Anonim Şirketi

Istanbul TRY 3,500,000 (8) (1) 100.0 -

Enel Américas SA Santiago USD 15,799,226,825 17,6 39 1,763 82.3 11,658

Enel Chile SA Santiago CLP 3,882,103,470,184 3,479 229 64.9 2,671

Enel Finance International NV Amsterdam EUR 1,478,810,371 5,683 335 25.0 1,762

Enel Green Power Chile SA Santiago USD 599,261,770 967 50 - -

B) Associates

CESI SpA Milan EUR 8,550,000 101 2 42.7 23

C) Other companies

Compañía de Transmisión

del Mercosur SA

Buenos Aires ARS 2,025,191,313 3 (1) - -

Elcogas SA in liquidation Puertollano EUR 809,690 - - 4.3 -

Empresa Propietaria

de la Red SA

Panama USD 58,500,000 340 23 11.1 9

Idrosicilia SpA Milan EUR 22,520,000 35 - 1.0 -

Red Centroamericana

de Telecomunicaciones SA

Panama USD 2,700,000 - - 11.1 -

(1) Based on the consolidated financial statements at December 31, 2024.

Equity investments in other companies at December

31, 2024 are all related to unlisted companies. During

the transition to IFRS 9, the option of measuring these

financial assets at fair value through other compre-

hensive income was applied.

The investment in Elcogas SA was completely written

off in 2014 and since January 1, 2015, the company, in

which Enel has a stake of 4.3%, is in liquidation. The

profit participation loan of €6 million granted in 2014

has also been written down to take account of accu-

mulated losses.

Notes to the separate financial statements

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023

Equity investments in unlisted companies measured at FVOCI 9 8

Empresa Propietaria de la Red SA 9 8

Red Centroamericana de Telecomunicaciones SA - -

Compañía de Transmisión del Mercosur SA - -

Elcogas SA in liquidation - -

Idrosicilia SpA - -

14. Derivatives – €179 million, €107 million, €581 million, €102 million

Millions of euro Non-current Current

at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023

Derivative financial assets 179 261 107 76

Derivative financial liabilities 581 620 102 106

For more details about the nature, recognition and

classification of derivative financial assets and liabili-

ties, please see notes 31 “Financial instruments”, and

33 “Derivatives and hedge accounting”.

15. Other non-current financial assets – €4 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change

Financial prepayments 1 7 (6)

Other non-current financial assets

included in debt

15.1 3 3 -

Total 4 10 (6)

Financial prepayments essentially refer to the remaining portion of the transaction costs of the revolving sustain-

ability-linked credit lines.

15.1 Other non-current financial assets included in debt – €3 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Other loan assets 3 3 -

Total 3 3 -

Other loan assets are accounted for by loans to employees.

Notes to the separate financial statements

100

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

16. Other non-current assets – €68 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Tax assets 12 9 3

Amounts due from subsidiaries for assumption

of supplementary pension plan liabilities

56 64 (8)

Total other non-current assets 68 73 (5)

Tax assets include the residual amount of €9 million

due in respect of the claim for reimbursement for ex-

cess income tax paid as a result of not partially de-

ducting IRAP in calculating taxable income for IRES

purposes. These claims were submitted by Enel SpA

on its own behalf for 2003 and on its own behalf and

as the consolidating company for 2004-2011.

The item includes the asset of €3 million, arising from

the definitive calculation of the withholding tax levied

on the dividends of Enel Américas SA pertaining to

2021.

Amounts due from subsidiaries for assumption of sup-

plementary pension plan liabilities refer to amounts

due in respect of the assumption by Group companies

of their share of the supplementary pension plan. The

terms of the agreement state that the Group com-

panies concerned are to reimburse the costs of ex-

tinguishing defined-benefit obligations of the Parent,

which are recognized under employee benefits.

On the basis of actuarial forecasts made using current

assumptions, the plan will expire within the following

five years.

17. Trade receivables – €197 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Trade receivables:

- due from subsidiaries 192 163 29

- due from third-party customers 5 4 1

Total 197 167 30

Trade receivables due from subsidiaries primarily re-

gard the management and coordination services

and other activities performed by Enel SpA on behalf

of Group companies. The increase on December 31,

2023, reflects developments in the revenue connect-

ed with those services.

Trade receivables from third-party customers concern

services of various types.

Trade receivables due from subsidiaries break down as

follows.

Notes to the separate financial statements

101

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Subsidiaries

Edistribución Redes Digitales SLU 4 5 (1)

e-distribuzione SpA 16 17 (1)

Endesa Energía SAU 2 2 -

Endesa Generación SAU 3 3 -

Endesa SA 8 8 -

Enel Américas SA 1 2 (1)

Enel Brasil SA 57 33 24

Enel Chile SA 5 8 (3)

Enel Distribución Chile SA 1 2 (1)

Enel Distribución Perú SAA - 3 (3)

Enel Energia SpA 8 4 4

Enel Generación Chile SA 2 2 -

Enel Generación Perú SAA - 2 (2)

Enel Global Services Srl 13 13 -

Enel Green Power Chile SA 2 3 (1)

Enel Green Power Hellas SA 7 6 1

Enel Green Power Italia Srl 3 2 1

Enel Green Power North America Inc. 1 2 (1)

Enel Green Power SpA 5 3 2

Enel Grids Srl 1 1 -

Enel Italia SpA 3 (1) 4

Enel North America Inc. 4 2 2

Enel Produzione SpA 5 5 -

Enel X Srl 6 2 4

Enel X Way Srl - 2 (2)

Gas y Electricidad Generación SAU 2 2 -

Servizio Elettrico Nazionale SpA - 1 (1)

Vektör Enerjí Üretím Anoním Şírketí 8 8 -

Other 25 21 4

Total 192 163 29

Trade receivables by geographical segment are shown below.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Italy 68 57 11

EU 34 31 3

Non-EU Europe 1 1 -

Other 94 78 16

Total 197 167 30

Notes to the separate financial statements

102

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

18. Income tax assets – €189 million

Income tax assets essentially regard the Company’s

IRES credit for estimated current taxes for 2024 (€182

million) and the credit for withholding tax on interest

income (€9 million), partly offset by positions relating

to the withholding tax (€2 million).

19. Other current financial assets – €2,678 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change

Other current financial assets included

in debt

19.1 2,627 6,428 (3,801)

Other sundry current financial assets 51 55 (4)

Total 2,678 6,483 (3,805)

For more information on “other current financial as-

sets included in debt”, please see note 19.1.

“Other current financial assets” essentially refer to

current accrued financial income, mainly on cash

flow hedge derivatives on interest, of €35 million

(unchanged compared with December 31, 2023), fi-

nancial assets in respect of the outcome of derivative

positions amounting to €11 million (€5 million at De-

cember 31, 2023) and current financial prepaid ex-

pense of €6 million (unchanged from December 31,

2023), relating to charges incurred for the signing of

credit lines.

19.1 Other current financial assets included in debt – €2,627 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change

Loan assets due from Group companies:

- short-term loan assets (intercompany

current accounts)

31.1.1 2,161 5,934 (3,773)

- short-term financing - 6 (6)

Total 2,161 5,940 (3,779)

Loan assets due from others:

- other loan assets 5 6 (1)

- cash collateral for margin agreements

on OTC derivatives

31.1.1 461 482 (21)

Total 466 488 (22)

TOTAL 2,627 6,428 (3,801)

20. Other current assets – €1,181 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Tax assets 13 13 -

Other amounts due from Group companies 1,144 1,552 (408)

Other amounts due 24 16 8

Total 1,181 1,581 (400)

Notes to the separate financial statements

103

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Tax assets amounted to €13 million and essentially in-

cludes the tax asset of €8 million in respect of the IRES

reimbursement for 2011-2014 paid to Enel SpA fol-

lowing an agreement procedure (MAP) begun in 2021

and completed in 2022 with an agreement between

the Italian and Spanish tax authorities eliminating the

double taxation charged to the multinational group

following adjustments made to transfer prices applied

in transactions between Enel SpA and its Spanish sub-

sidiaries in 2011, 2012, 2013 and 2014.

Other amounts due from Group companies essentially

regard receivables for the interim dividend approved

by the subsidiaries Enel Iberia SRLU (€300 million), Enel

Américas SA (€294 million) and Enel Chile SA (€35 mil-

lion), receivables in respect of the Group companies

participating in the consolidated taxation mechanism

(€507 million), as well as VAT assets in respect of com-

panies participating in the Group VAT mechanism (€8

million).

Other amounts due amounted to €24 million, an in-

crease of €8 million on 2023.

21. Cash and cash equivalents – €2,121 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Bank and post office deposits 2,121 1,122 999

Total 2,121 1,122 999

Cash and cash equivalents came to €2,121 million, an

increase of €999 million from December 31, 2023,

mainly reflecting the increase in dividends received by

Group companies in the year.

For more information see the note on “Cash flows”

in the section “Performance and financial position of

Enel SpA” in the Report on Operations.

Liabilities and equity

22. Equity – €36,386 million

Equity amounted to €36,386 million, a decrease of

€1,497 million from December 31, 2023.

The change is mainly attributable to:

• profit for the year of €2,536 million;

• the distribution of the balance of the dividend for

2023 in the amount of €0.215 per share (for a to-

tal €2,186 million), as approved by the Sharholders’

Meeting on May 23, 2024 and the interim dividend

for 2024 approved by the Board of Directors on No-

vember 6, 2024 and paid as from January 22, 2025

(€0.215 per share for a total €2,186 million);

• the net change in perpetual hybrid bonds in the

amount of €592 million;

• the payment of coupons to holders of perpetual hy-

brid bonds for a total €246 million.

Share capital – €10,167 million

At December 31, 2024 the fully subscribed and paid-

up share capital of Enel SpA totaled €10,166,679,946,

represented by the same number of ordinary shares

with a par value of €1.00 each.

The share capital is unchanged compared with the

amount reported at December 31, 2023.

At December 31, 2024, based on the shareholders

received by the Company pursuant to Article 120 of

Legislative Decree 58 of February 24, 1998, as well as

other available information, shareholders with inter-

ests of greater than 3% in the Company’s share capital

were the Ministry for the Economy and Finance (with

a 23.585% stake) and BlackRock Inc. (with a 5.023%

stake held for asset management purposes).

Notes to the separate financial statements

104

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Negative treasury share reserve –

€(78) million

On July 25, 2024, the Board of Directors of the Com-

pany, implementing the authorization granted by the

Shareholders’ Meeting held on May 23, 2024, approved

the launch of a share buyback program for 2.9 million,

equivalent to about 0.029% of Enel’s share capital.

The program, which began on September 16, 2024

and was completed on November 8, 2024, was intro-

duced to serve the 2024 Long-Term Incentive Plan

for the management of Enel and/or of its subsidiaries

pursuant to Article 2359 of the Italian Civil Code (2024

LTI Plan) which was also approved by Enel’s Sharehold-

ers’ Meeting of May 23, 2024.

As a result of these transactions, a total of 2,900,000

Enel shares were acquired at a volume-weighted aver-

age price of €7.0210 per share, for a total €20 million.

Moreover, a total of 905,436 shares were granted, fol-

lowing achievement of performance targets, to the ben-

eficiaries of the 2020 and 2021 LTI Plans, for €7 million.

As a result of the award and considering the treasury

shares already owned, at December 31, 2024 Enel held

12,079,670 treasury shares, equal to about 0.1188% of

share capital, serving the Long-Term Incentive Plans

(the LTI Plans for 2021, 2022, 2023 and 2024).

In accordance with Article 2357-ter, paragraph 2, of

the Civil Code, treasury shares do not participate in the

distribution of the dividend.

For more details, please see note 35 “Share-based

payments”.

Perpetual hybrid bonds – €7,145 million

Perpetual hybrid bonds increased by €592 million, due

to a new issue in February 2024 in the amount of €889

million, recognized net of transaction costs, partly off-

set by the repayment of the residual portion of a hybrid

bond in January 2024, in the amount of €297 million.

On February 20, 2024 Enel SpA launched the issue

of non-convertible, subordinated, perpetual, hybrid

bonds for institutional investors on the European mar-

ket, denominated in euros, with an aggregate principal

amount of €900 million.

The issuance is carried out in execution of the resolu-

tion of the Company’s Board of Directors of December

18, 2023 which authorized Enel to issue, by December

31, 2024, one or more non-convertible subordinated

hybrid bonds.

The single-tranche non-convertible €900 million sub-

ordinated perpetual hybrid bond has no fixed maturity,

and is due and payable only in the event of the winding

up or liquidation of the Company, as specified in the

relevant terms and conditions.

The securities are listed on the regulated market of

the Irish Stock Exchange (Euronext Dublin).

During 2024, the Company paid coupons to holders of

perpetual hybrid bonds for €246 million.

Other reserves– €11,745 million

Share premium reserve – €7,496 million

The share premium reserve was unchanged compared

with the previous year.

Legal reserve – €2,034 million

The legal reserve, equal to 20.0% of share capital, is

unchanged compared with the previous year.

Reserve pursuant to Law 292/1993 –

€2,215 million

The reserve shows the remaining portion of the ad-

justments carried out when Enel was transformed

from a public entity to a joint-stock company.

In the case of a distribution of this reserve, the tax

treatment for capital reserves as defined by Article 47

of the Consolidated Income Tax Code shall apply.

Other reserves – €168 million

Other reserves include €19 million related to the re-

serve for capital grants, which reflects 50% of the

grants received from Italian public entities and EU bod-

ies in application of related laws for new works (pur-

suant to Article 55 of Presidential Decree 917/1986),

which is recognized in equity in order to take advan-

tage of tax deferment benefits.

The item also includes the reserves established to rec-

ognize the value of the equity component granted to

the management of the Company and the subsidiaries

as part of the 2019-2024 Long-Term Incentive Plans in

the amount of €22 million and the unavailable reserve

established for the purchase of treasury shares in the

amount of €78 million.

It also includes €29 million in respect of the stock op-

tion reserve and €20 million for other reserves.

Hedging reserve – €(147) million

At December 31, 2024 the item includes the hedging

reserve, a negative €149 million (net of the positive tax

effect of €47 million), and the hedging costs reserve, a

positive €2 million (net of tax effect of €1 million).

Reserve from measurement of financial

assets at FVOCI - €4 million

At December 31, 2024 the valuation reserve for finan-

cial assets at FVOCI came to €4 million reflecting the

Notes to the separate financial statements

105

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

fair vale measurement of Empresa Propietaria de la

Red SA for €1 million.

Actuarial reserve – €(25) million

At December 31, 2024 the actuarial reserve amounted

to €25 million (net of the positive tax effect of €6 mil-

lion). The reserve includes actuarial gains and losses

recognized directly in equity, as the corridor approach

is no longer permitted under the new version of “IAS

19 - Employee Benefits”.

The table below provides a breakdown of changes in

the hedging and actuarial reserves in 2023 and 2024.

Millions

of euro

Gross gains/

(losses)

recognized

in equity

during the

year

Gross

released

to profit

or loss Taxes

Other

changes

Gross gains/

(losses)

recognized

in equity

during the

year

Gross

released

to profit

or loss Taxes

Other

changes

at Jan. 1,

2023

at Dec. 31,

2023

at Dec. 31,

2024

Hedging

reserve

(24) (257) 207 17 (23) (80) 2 (72) 22 (21) (149)

Hedging

costs reserve

(3) - - - - (3) 7 (2) - - 2

Reserve from

measurement

of financial

assets at

FVOCI

2 1 - - - 3 1 - - - 4

Actuarial

reserve

(22) (7) - 2 - (27) 2 - - - (25)

Gains/

(Losses)

recognized

directly in

equity

(47) (263) 207 19 (23) (107) 12 (74) 22 (21) (168)

Notes to the separate financial statements

106

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Retained earnings – €6,995 million

For 2024 the item showed a decrease of €1,597 million

mainly due to:

• the resolution of the Shareholders’ Meeting of

May 23, 2023, providing for the distribution to the

shareholders of a dividend balance in the amount

of €1,525 million and the allocation to this reserve

of the remainder of profit for a total €5 million, in-

cluding the portion of the undistributed dividend

balance in respect of treasury shares held in the

portfolio at the record date of July 23, 2024;

• the allocation of profit for the year 2023, in execution

of the resolution of the Shareholders’ Meeting of May

23, 2024, covering the amounts paid in 2023 as cou-

pons to the holders of non-convertible subordinated

perpetual hybrid bonds for a total €182 million;

• the payment of coupons in the total amount of €246

million to the holders of perpetual hybrid bonds;

• the partial release of the unavailable reserve follow-

ing the award of treasury shares to the beneficiaries

of the Long-Term Incentive Plans for 2020 and 2021,

for a total €7 million;

• a specific unavailable reserve of €21 million, estab-

lished for the purchase of treasury shares serving

the 2024 LTI Plan and the conclusion of the 2023 LTI

Plan;

• waived collection of the 2024 interim dividend on

treasury shares held at the record date of January

21, 2025 in the amount of €3 million.

Profit for the year – €412 million

Profit for 2024, net of the interim dividend 2024 of

€0.215 per share (a total €2,186 million), came to €412

million.

The table below shows the availability of reserves for

distribution.

Millions of euro at Dec. 31, 2024 Possible uses Amount available

Share capital 10,167

Capital reserves:

- share premium reserve 7,496 ABC 7,496

- equity instruments – perpetual hybrid bonds 7, 14 5

Income reserves:

- legal reserve 2,034 B

- negative treasury share reserve (78)

- reserve pursuant to Law 292/1993 2,215 ABC 2,215

- hedging reserve (147)

- reserve from measurement of financial assets at FVOCI 4

- reserve for capital grants 19 ABC 19

- stock option reserve 29 ABC 29

(1)(2)

- actuarial reserve (25)

- reserve for share-based payments (LTI) 22

- other 98 ABC 20

Retained earnings/(loss carried forward) 6,995 ABC 6,995

Total 35,974 16,774

of which amount available for distribution 16,771

A: for capital increases.

B: to cover losses.

C: for distribution to shareholders.

(1) Regards lapsed options.

(2) Not distributable in the amount of €3 million regarding options granted by the Parent to employees of subsidiaries that have lapsed.

Notes to the separate financial statements

107

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

There are no restrictions on the distribution of the re-

serves pursuant to Article 2426, paragraph 1(5), of the

Italian Civil Code since there are no unamortized start-

up and expansion costs or research and development

expenditure, or departures pursuant to Article 2423,

paragraph 4, of the Civil Code.

It should be noted that, in the three previous years, the

available reserve denominated “retained earnings” has

been used in the amount of €1,525 million for the dis-

tribution of dividends to shareholders.

22.1 Dividends

The table below shows the dividends paid by the Com-

pany in 2023 and 2024.

Amount distributed (in millions of euro) Dividend per share (in euro)

Dividends distributed in 2023

Dividends for 2022 4,064 0.40

Interim dividend for 2023

(1)

- -

Special dividends - -

Total dividends distributed in 2023 4,064 0.40

Dividends distributed in 2024

Dividends for 2023 4,367 0.43

Interim dividend for 2024

(2)

- -

Special dividends - -

Total dividends distributed in 2024 4,367 0.43

(1) Approved by the Board of Directors on November 7, 2023 and paid as from January 24, 2024 (interim dividend per share of €0.215 for a total

of €2,186 million).

(2) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025 (interim dividend per share of €0.215 for a total

of €2,186 million).

Dividends distributed are shown net of the amounts

attributable to treasury shares held at the respective

record dates. The Company waived collection of divi-

dends on these shares, which were recognized under

retained earnings.

The dividend for 2024, equal to €0.47 per share,

amounting to a total €4,778 million (of which €0.215

per share for a total €2,186 million already paid as an

interim dividend), will be proposed to the Sharehold-

ers’ Meeting of May 22, 2025 at a single call.

These separate financial statements do not re-

flect the effects of the distribution of this dividend

for 2024 to shareholders, with the exception of

liabilities due to shareholders for the 2024 inter-

im dividend approved by the Board of Directors

on November 6, 2024 in the maximum potential

amount of €2,186 million, and paid as from Janu-

ary 22, 2025 net of the amount pertaining to the

12,079,670 treasury shares held as at the record

date of January 21, 2025.

During the year, the Company also paid coupons to-

taling €246 million to the holders of perpetual hybrid

bonds.

22.2 Capital management

The Company’s objectives for managing capital com-

prise safeguarding the business as a going concern,

creating value for stakeholders and supporting the

development of the Group. In particular, the Company

seeks to maintain an adequate capitalization that ena-

bles it to achieve a satisfactory return for shareholders

and ensure access to external sources of financing, in

part by maintaining an adequate rating.

In this context, the Company manages its capital

structure and adjusts that structure when changes in

economic conditions so require. There were no sub-

stantive changes in objectives, policies or processes

in 2024.

To this end, the Company constantly monitors devel-

opments in the level of its debt in relation to equity.

The situation at December 31, 2024 and 2023, is sum-

marized in the following table.

Notes to the separate financial statements

108

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Non-current financial debt (17,345) (17,855) 510

Net current financial debt (2,229) (2,261) 32

Non-current financial assets and long-term securities 3 3 -

Net financial debt (19,571) (20,113) 542

Equity 36,386 37,883 (1,497)

Debt/equity ratio (0.54) (0.53) (0.01)

23. Borrowings – €17,345 million, €567 million, €6,410 million

Millions of euro Non-current Current

at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023

Long-term borrowings 17,3 4 5 17,855 567 1,179

Short-term borrowings - - 6,410 8,632

For more details about the nature, recognition and classification of borrowings, please see note 31 “Financial

instruments”.

24. Employee benefits – €112 million

The Company provides its employees with a variety of

benefits, including deferred compensation benefits,

additional months’ pay, indemnities in lieu of notice,

loyalty bonuses, supplementary pension plans, sup-

plementary healthcare plans, additional indemnity for

FOPEN pension contributions, FOPEN pension contri-

butions in excess of deductible amount and personnel

incentive plans.

The item includes accruals made to cover post-em-

ployment benefits under defined-benefit plans and

other long-term benefits to which employees are en-

titled by law, by contract, or under other forms of em-

ployee incentive schemes.

These obligations, in accordance with IAS 19, were de-

termined using the projected unit credit method.

The following table reports the change during the year

in the defined-benefit obligation, as well as a recon-

ciliation of the defined-benefit obligation with the

obligation recognized at December 31, 2024 and at

December 31, 2023.

Notes to the separate financial statements

109

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

2024 2023

Millions of euro

Pension

benefits

Health

insurance

Other

benefits Total

Pension

benefits

Health

insurance

Other

benefits Total

CHANGES IN ACTUARIAL

OBLIGATION

Actuarial obligation at January 1 88 28 5 121 96 27 8 131

Current service cost - 1 1 2 - 1 2 3

Interest expense 3 1 - 4 3 1 - 4

Actuarial (gains)/losses arising from

changes in financial assumptions

- (1) - (1) 1 1 - 2

Experience adjustments 1 (2) - (1) 5 - - 5

Past service cost - - - - - - - -

Other payments (15) (2) (1) (18) (17) (2) (1) (20)

Other changes 2 3 - 5 - - (4) (4)

Actuarial obligation

at December 31

79 28 5 112 88 28 5 121

Millions of euro 2024 2023

(Gains)/Losses taken to profit or loss

Service cost 2 3

Interest expense 4 4

Total 6 7

Millions of euro 2024 2023

Remeasurement (gains)/losses in OCI

Actuarial (gains)/losses on defined-benefit plans (2) 7

Total (2) 7

The current service cost for employee benefits in 2024

came to €6 million (€7 million in 2023).

The main actuarial assumptions used to calculate the

liabilities arising from employee benefits, which are

consistent with those used the previous year, are set

out below.

2024 2023

Discount rate 2.75%-3.20% 3.30%-3.40%

Rate of wage increases 2.00%-4.00% 2.30%-4.30%

Rate of increase in healthcare costs 3.00% 3.30%

The following table reports the outcome of a sensi-

tivity analysis that demonstrates the effects on the

liability for healthcare plans as a result of changes

reasonably possible at the end of the year in the ac-

tuarial assumptions used in estimating the obliga-

tion.

Millions of euro

An increase

of 0.5% in

discount rate

A decrease

of 0.5% in

discount rate

An increase

of 0.5% in

inflation rate

An increase

of 0.5% in

remuneration

An increase

of 0.5% in

pensions

currently

being paid

An increase

of 1% in

healthcare

costs

An increase of

1 year in life

expectancy of

active and retired

employees

Healthcare

plans: ASEM

(2) 2 (2) 4 30

Notes to the separate financial statements

110

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

25. Provisions for risks and charges – €29 million

Provisions for risks and charges cover probable poten-

tial liabilities that could arise from legal proceedings

and other disputes, without considering the effects of

rulings that are expected to be in the Company’s favor

and those for which any charge cannot be quantified

with reasonable certainty.

In determining the balance of the provision, we have

taken account of both the charges that are expected

to result from court rulings and other dispute settle-

ments for the year and an update of the estimates for

positions arising in previous years.

The following table shows changes in provisions for

risks and charges.

Taken to profit or loss

Millions of euro Accruals Reversals Utilization Other changes Total

at Dec. 31, 2023 at Dec. 31, 2024

of which current

portion

Provision for litigation and

other risks and charges:

- litigation 3 2 (1) (2) - 2 2

- other 3 - - - - 3 -

Total 6 2 (1) (2) - 5 2

Provision for early

retirement incentives

24 10 - (11) 1 24 12

TOTAL PROVISIONS FOR

RISKS AND CHARGES

30 12 (1) (13) 1 29 14

The €1 million decrease in the provision for litigation

mainly reflects the reversal to profit or loss of provi-

sions for outstanding disputes. The provision mainly

refers to labor disputes.

The provision for early retirement incentive plans

adopted by the Company is essentially unchanged

compared with 2023.

26. Other non-current liabilities – €17 million

Other non-current liabilities came to €17 million (€20

million at December 31, 2023) and regard, in the

amount of €8 million, the debt towards Group compa-

nies that initially arose following Enel SpA’s application

(submitted in its capacity as the consolidating compa-

ny) for reimbursement for 2004-2011 of the additional

income taxes paid as a result of not deducting part of

IRAP in computing taxable income for IRES purposes.

The liability in respect of the subsidiaries is balanced

by the recognition of non-current tax assets (note 16).

The item also includes the liability to employees (€5

million) for early termination incentive plans adopted

by the Company (€8 million at December 31, 2023)

and the non-current portion of deferred income in re-

spect of up-front fees made at the time of the estab-

lishment of a number of hedging derivative positions

in the amount of €4 million (€4 million at December

31, 2023), in previous years, which are released to prof-

it or loss on the basis of the amortization plan for the

entire duration of the derivative itself.

Notes to the separate financial statements

111

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

27. Trade payables – €132 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Trade payables:

- due to third parties 51 48 3

- due to Group companies 81 87 (6)

Total 132 135 (3)

Trade payables mainly include payables for the provi-

sion of services and other activities.

Trade payables due to subsidiaries at December 31,

2024 break down as follows.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Subsidiaries

Endesa SA - 1 (1)

Enel Brasil SA 1 - 1

Enel Global Services Srl 40 53 (13)

Enel Global Trading SpA 1 1 -

Enel Green Power SpA 7 5 2

Enel Grids Srl 6 6 -

Enel Iberia SRLU 4 5 (1)

Enel Innovation Hubs Srl 4 5 (1)

Enel Italia SpA 10 4 6

Enel Produzione SpA 1 1 -

Enel X Srl 2 - 2

Other 5 6 (1)

Total 81 87 (6)

Trade payables break down by geographical area as follows.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Suppliers

Italy 121 121 -

EU 5 7 (2)

Non-EU Europe 5 1 4

Other 1 6 (5)

Total 132 135 (3)

Notes to the separate financial statements

112

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

28. Other current financial liabilities – €178 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Deferred financial liabilities 169 213 (44)

Other items 9 13 (4)

Total 178 226 (48)

Deferred financial liabilities mainly consist of interest

expense accrued on financial debt, while the oth-

er items essentially include amounts due to banks

and Group companies that accrued as of December

31, 2024, but were to be settled in the following year,

comprising financial expense on hedge derivatives on

commodity exchange rates entered into on behalf of

Group companies.

29. Net financial position and long-term financial assets and securities –

€19,571 million

The following table shows the net financial position on the basis of the items on the statement of financial position.

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change

Long-term borrowings 23 17,3 4 5 17,855 (510)

Short-term borrowings 23 6,410 8,632 (2,222)

Current portion of long-term borrowings 23 567 1,179 (612)

Other non-current financial assets

included in debt

15.1 3 3 -

Other current financial assets included

in debt

19.1 2,627 6,428 (3,801)

Cash and cash equivalents 21 2,121 1,122 999

Total 19,571 20,113 (542)

The net financial debt at December 31, 2024 and De-

cember 31, 2023 is reported below in accordance with

Guideline 39, issued on March 4, 2021, by ESMA, appli-

cable as from May 5, 2021, and with warning notice no.

5/2021 issued by CONSOB on April 29, 2021, which re-

placed references to the CESR Recommendations and

those in Communication no. DEM/6064293 of July 28,

2006 regarding the net financial position.

Notes to the separate financial statements

113

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro

at Dec. 31, 2024 at Dec. 31, 2023 Change

of which with

related parties

of which with

related parties

Liquidity

Bank and post office deposits 2,121 1,122 999

Liquid assets 2,121 1,122 999

Cash equivalents - - -

Short-term loan assets 2,627 6,428 (3,801)

Other current financial assets 2,627 2,161 6,428 5,934 (3,801)

Liquidity 4,748 7,550 (2,802)

Current financial debt

Current bank debt - (1) 1

Other short-term borrowings (6,410) (6,306) (8,631) (8,461) 2,221

Current financial debt (including debt instruments) (6,410) (8,632) 2,222

Current portion of long-term bank borrowings (567) (1,179) 612

Non-current financial debt (current portion) (567) (1,179) 612

Current financial debt (6,977) (9,811) 2,834

Net current financial debt (2,229) (2,261) 32

Non-current financial debt

Long-term bank borrowings (1,000) (1,316) 316

Non-bank financing (leases) (2) - (2)

Other long-term borrowings (14,142) (14,274) 132

Non-current financial debt (excluding current

portion and debt instruments)

(15,144) (15,590) 446

Bonds (2,201) (2,265) 64

Trade payables and other non-interest-bearing

non-current liabilities with a significant financing

component

- - -

Non-current financial debt (17,345) (17,855) 510

Net financial debt as per CONSOB instructions (19,574) (20,116) 542

Long-term loan assets 3 - 3 - -

NET FINANCIAL DEBT (19,571) (20,113) 542

This statement of the net financial position does not

include financial assets and liabilities in respect of de-

rivatives, since derivative contracts, even if not desig-

nated as hedges for hedge accounting purposes, are

in any case entered into by the Company for hedging

purposes.

At December 31, 2024 those financial assets and li-

abilities are reported separately in the statement of

financial position under the following items: “Non-cur-

rent financial derivative assets” in the amount of €179

million (€261 million at December 31, 2023), “Current

financial derivative assets” in the amount of €107 mil-

lion (€76 million at December 31, 2023), “Non-current

financial derivative liabilities” in the amount of €581

million (€620 million at December 31, 2023), and “Cur-

rent financial derivative liabilities” in the amount of

€102 million (€106 million at December 31, 2023).

Notes to the separate financial statements

114

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

30. Other current liabilities – €3,508 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Tax liabilities 730 1,320 (590)

Amounts due to Group companies 550 825 (275)

Amounts due to employees, recreational/assistance

associations

22 23 (1)

Amounts due to social security institutions 12 10 2

Amounts due to customers for security deposits

and reimbursements

1 2 (1)

Other 2,193 2,215 (22)

Total 3,508 4,395 (887)

Tax liabilities amounted to €730 million, and include

amounts due to tax authorities for corporate income

tax (IRES) of the companies participating in the nation-

al consolidated taxation mechanism for €562 million

(€1,239 million at December 31, 2023), liabilities for

Group VAT for the 4th Quarter of 2024 of the compa-

nies participating in the Enel VAT Group in the amount

of €161 million and liabilities for withholdings for pay-

roll employees in the amount of €5 million.

Amounts due to Group companies amounted to €550

million. They consist of €405 million in payables in re-

spect of the IRES liability under the consolidated tax-

ation mechanism (€523 million at December 31, 2023)

and €114 million in respect of Group VAT (€301 million

at December 31, 2023).

The item “other”, equal to €2,193 million, mainly in-

cludes the liability for dividends to be paid to share-

holders, in the amount of €2,184 million, represented

by the liability for the interim dividend for 2024, net of

the portion for treasury shares held at the record date

of January 21, 2025.

31. Financial instruments

31.1 Financial assets by category

The following table shows the carrying amount for each

category of financial assets provided by IFRS 9, broken

down into current and non-current financial assets,

showing separately hedging derivatives and derivatives

measured at fair value through profit or loss.

Non-current Current

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023

Financial assets measured at amortized cost 31.1.1 3 3 5,587 8,145

Financial assets at FVOCI

Equity investments in other companies 31.1.2 9 8 - -

Total financial assets at FVOCI 9 8 - -

Financial assets at FVTPL

Derivative financial assets at FVTPL 33 128 122 69 76

Total financial assets at FVTPL 128 122 69 76

Derivative financial assets designated

as hedging instruments

Cash flow hedge derivatives 33 51 139 39 -

Total derivative financial assets designated

as hedging instruments

51 139 39 -

TOTAL 191 272 5,695 8,221

For more details on the recognition and classification

of current and non-current derivative financial assets,

please see note 33 “Derivatives and hedge accounting”.

For more information on fair vale measurement, please

see note 31.1.2 “Financial assets at fair value through

other comprehensive income (FVOCI)”.

Notes to the separate financial statements

115

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

31.1.1 Financial assets measured at amortized cost

The following table shows financial assets measured at amortized cost by nature, broken down into current and

non-current financial assets.

Non-current Current

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Notes at Dec. 31, 2024 at Dec. 31, 2023

Cash and cash equivalents - - 21 2,121 1,122

Trade receivables - - 17 197 167

Loan assets from Group companies

Loan assets on intercompany current

accounts

- - 19.1 2,161 5,934

Other financial assets - - 2 15

Total financial assets from Group

companies

- - 2,163 5,949

Loan assets from others

Cash collateral for margin agreements on

OTC derivatives

- - 19.1 461 482

Other financial assets 15.1 3 3 12 10

Total financial assets from others 3 3 473 492

Other financial assets - - 633 415

TOTAL 3 3 5,587 8,145

The main changes compared with 2023 regarded:

• an increase of €999 million in cash and cash equiv-

alents, mainly reflecting higher dividends received

during the period from Group companies;

• a decrease of €3,786 million in loans assets from

Group companies, reflecting the decrease in loan

assets on the intercompany current account held

with Group companies (€3,773 million) and in other

financial assets (€13 million) from Enel Italia SpA and

Enel Global Trading SpA;

• a decrease of €21 million in cash collateral paid to

counterparties in derivatives transactions;

• an increase of €218 million in other financial assets,

reflecting an increase in dividends authorized by

subsidiaries and still outstanding at December 31,

2024.

Impairment losses on financial assets

at amortized cost

Financial assets measured at amortized cost at De-

cember 31, 2024 amounted to €5,590 million and are

recognized net of allowances for expected credit loss-

es, which totaled €28 million (€26 million at December

31, 2023).

The Company mainly has the following types of finan-

cial assets measured at amortized cost subject to im-

pairment testing:

• cash and cash equivalents;

• trade receivables;

• loan assets;

• other financial assets.

While cash and cash equivalents are also subject to

the impairment requirements of IFRS 9, the identified

impairment loss was immaterial.

The expected credit loss (ECL) – determined con-

sidering probability of default (PD), loss given default

(LGD), and exposure at default (EAD) – is the difference

between all contractual cash flows that are due in ac-

cordance with the contract and all cash flows that are

expected to be received (i.e. all shortfalls) discounted

at the original effective interest rate.

Depending on the nature of the financial assets and the

credit risk information available, the assessment of a

significant increase in credit risk may be performed on:

• an individual basis, if the receivables are individually

significant and for all receivables which have been

individually identified for impairment based on rea-

sonable and supportable information;

• a collective basis, if no reasonable and supportable

information is available without undue cost or effort

to measure expected credit losses on an individual

instrument basis.

When there is no reasonable expectation of recover-

ing a financial asset in its entirety or a portion thereof,

the gross carrying amount of the financial asset shall

be reduced.

Notes to the separate financial statements

116

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

A write-off represents a derecognition event (e.g. the

right to cash flows is legally or contractually extin-

guished, transferred or expired).

The following table shows the expected losses for

each class of financial assets measured at amortized

cost.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023

Gross carrying

amount

Expected

credit loss

allowance Total

Gross carrying

amount

Expected

credit loss

allowance Total

Cash and cash equivalents 2,121 - 2,121 1,122 - 1,122

Trade receivables 220 23 197 188 21 167

Loan assets from Group

companies

2,163 - 2,163 5,949 - 5,949

Loan assets from others 481 5 476 497 5 492

Other receivables 633 - 633 418 - 418

Total 5,618 28 5,590 8, 174 26 8,148

To measure expected losses, the Company assesses

trade receivables and contract assets with the simpli-

fied approach, both on an individual basis and a col-

lective basis.

In the case of individual assessments, PD is generally

obtained from external providers.

Otherwise, in the case of collective assessments,

trade receivables are grouped on the basis of their

shared credit risk characteristics and information on

past due positions, considering a specific definition

of default.

The Company mainly defines a defaulted position as

one that is 180 days past due. Accordingly, beyond this

time limit, trade receivables are presumed to be credit

impaired.

The following table shows changes in the allowance

for expected credit losses on financial assets and

trade receivables.

Millions of euro Expected credit loss allowance

Financial assets Trade receivables

Individual Collective Total Individual Collective Total

January 1, 2023 IFRS 9 5 - 5 - 6 6

Impairment losses - - - - 17 17

Utilization - - - - - -

Reversals - - - - (2) (2)

Total at Dec. 31, 2023 IFRS 9 5 - 5 - 21 21

Impairment losses - - - - 2 2

Utilization - - - - - -

Reversals - - - - - -

Total at Dec. 31, 2024 IFRS 9 5 - 5 - 23 23

31.1.2 Financial assets at fair value through

other comprehensive income (FVOCI)

This category mainly includes equity investments in

unlisted companies irrevocably designated as such at

the time of initial recognition.

Equity investments in other companies, equal to €9

million, are essentially represented by the equity in-

vestment held by Enel SpA in Empresa Propietaria de

la Red SA.

At December 31, 2024, the fair value of the equity

investment was determined on the basis of an inde-

pendent appraisal using the income approach with

the discounted cash flow method.

31.1.3 Financial assets at fair value through

profit or loss (FVTPL)

This category exclusively includes current and non-cur-

rent derivatives used mainly to hedge the debt of the

Group companies. For more information, please see

note 33.2 “Derivatives at fair value through profit or loss”.

Notes to the separate financial statements

117

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

31.2 Financial liabilities by category

The following table shows the carrying amount for each

category of financial liabilities provided by IFRS 9, bro-

ken down into current and non-current financial liabili-

ties, showing separately hedging derivatives and deriv-

atives measured at fair value through profit or loss.

Millions of euro Non-current Current

Notes

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Financial liabilities measured at amortized cost 31.2.1 17,345 17,855 9,302 12,143

Financial liabilities at fair value through profit or loss

Derivative financial liabilities at FVTPL 33 129 122 102 106

Total 129 122 102 106

Derivative financial liabilities designated as hedging

instruments

Cash flow hedge derivatives 33 452 498 - -

Total 452 498 - -

TOTAL 17, 926 18,475 9,404 12,249

For more details on the recognition and classification

of current and non-current derivative financial liabil-

ities, please see note 33 “Derivatives and hedge ac-

counting”.

For more details about fair value measurement, please

see note 34 “Fair value measurement”.

31.2.1 Financial liabilities measured

at amortized cost

The following table shows financial liabilities at am-

ortized cost by nature, broken down into current and

non-current financial liabilities.

Millions of euro Non-current Current

Notes

at Dec. 31,

2024

at Dec. 31,

2023 Notes

at Dec. 31,

2024

at Dec. 31,

2023

Long-term borrowings 23 17,3 4 5 17,855 567 1,179

Short-term borrowings - - 23 6,410 8,632

Trade payables - - 27 132 135

Other current financial liabilities - - 30 2,193 2,197

Total 17,345 17,855 9,302 12,143

Other current financial liabilities essentially include

the liability for the dividend to be paid to shareholders

in the amount of €2,184 million, represented by the

liability for the interim dividend for 2024 net of the

portion on treasury shares held at the record date of

January 22, 2025.

Borrowings

Long-term borrowings (including the portion falling

due within 12 months) – €17,912 million

Long-term borrowings, which refer to bonds, bank

borrowings and loans from Group companies, de-

nominated in euros and other currencies, including

the portion falling due within 12 months (equal to €567

million), amounted to €17,912 million at December 31,

2024.

The following table shows the nominal values, carrying

amounts and fair values of long-term borrowings at

December 31, 2024, including the portion falling due

within 12 months, grouped by type of borrowing and

type of interest rate. For listed debt instruments, the

fair value is given by official prices. For unlisted debt

instruments, fair value is determined using valuation

techniques appropriate for each category of financial

instrument and the associated market data for the re-

porting date, including the credit spreads of the Group.

Notes to the separate financial statements

118

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Nominal

value

Carrying

amount

Current

portion

Portion due

in more

than 12

months

Fair

value

Nominal

value

Carrying

amount

Current

portion

Portion

due in

more than

12 months

Fair

value

Carrying

amount

at Dec. 31, 2024

at Dec. 31, 2023 Change

Bonds:

- fixed rate 1,729 1,717 - 1,717 1,798 2,446 2,433 749 1,684 2,563 (716)

- floating rate 581 581 97 484 575 678 678 97 581 690 (97)

Total 2,310 2,298 97 2,201 2,373 3,124 3,111 846 2,265 3,253 (813)

Bank borrowings:

- floating rate 1,337 1,337 337 1,000 1,354 1,516 1,516 200 1,316 1,545 (179)

Total 1,337 1,337 337 1,000 1,354 1,516 1,516 200 1,316 1,545 (179)

Non-bank financing:

- under fixed-rate

leases

3 3 1 2 3 1 1 1 - 1 2

Total 3 3 1 2 3 1 1 1 - 1 2

Loans from Group

companies:

- fixed rate 11,813 11,813 86 11,727 10,517 11,899 11,899 86 11,813 10,343 (86)

- floating rate 2,461 2,461 46 2,415 2,485 2,507 2,507 46 2,461 2,546 (46)

Total 14,274 14,274 132 14,142 13,002 14,406 14,406 132 14, 274 12,889 (132)

Total fixed-rate

borrowings

13,545 13,533 87 13,446 12,318 14,346 14,333 836 13,497 12,907 (800)

Total floating-rate

borrowings

4,379 4,379 480 3,899 4,414 4,701 4,701 343 4,358 4,781 (322)

TOTAL 17, 924 17,912 567 17,345 16,732 19,047 19,034 1,179 17,855 17,688 (1,122)

For more details about the maturity analysis of bor-

rowings, please see note 32 “Risk management”,

while for more about fair value measurement in-

puts, please see note 34 “Fair value measurement”.

The table below shows long-term borrowings by cur-

rency and interest rate.

Long-term borrowings by currency and interest rate

Millions of euro Carrying amount Nominal value

Current

average nominal

interest rate

Current

effective

interest rate

at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2024

Euro 18,047 16,871 16,873 2.2% 2.2%

US dollar 316 337 337 5.4% 5.4%

Pound sterling 671 704 714 5.7% 5.9%

Total non-euro currencies 987 1,041 1,051

TOTAL 19,034 17, 912 17, 9 24

Notes to the separate financial statements

119

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

The table below reports changes in the nominal value of long-term debt.

Millions of euro

Nominal

value Repayments

New

borrowings Other

Exchange

differences

Nominal

value

at Dec. 31, 2023 at Dec. 31, 2024

Bonds 3,124 (847) - - 33 2,310

Bank borrowings 1,516 (200) - - 21 1,337

Non-bank financing 1 (2) 4 - - 3

Loans from Group

companies

14,406 (132) - - - 14,274

Total 19,047 (1,181) 4 - 54 17,924

6. Following a reorganization, in 2023 EKF was folded into the Export and Investment Fund of Denmark (EIFO).

Compared with December 31, 2023, the nominal value

of long-term debt shows an overall decrease of €1,123

million attributable to repayments of €1,181 million,

which largely exceeded new issues of leases, equal to

€4 million, and exchange rate loss equal to €54 million;

repayments of bonds, in the amount of €847 million,

are mainly in respect of a €750 million fixed-rate bond

entirely repaid in May.

No new borrowings were issued in 2024.

The main long-term borrowings of Enel SpA are gov-

erned by covenants that are commonly adopted in

international business practice. These borrowings are

mainly represented by the bond issues carried out

within the framework of the Global/Euro Medium Term

Notes program, issues of subordinated unconvertible

hybrid bonds, the Revolving Facility Agreement ob-

tained on March 5, 2021 by Enel SpA and Enel Finance

International NV from a pool of banks and amended on

May 11, 2022 and on March 6, 2024) of up to €13.5 bil-

lion (the “Revolving Facility Agreement”), the Sustaina-

bility-Linked Loan Facility Agreement obtained by Enel

SpA on October 15, 2020 from a pool of banks in the

amount of up to €1 billion, the loans granted to Enel

SpA by UniCredit SpA on November 8, 2023, the Fa-

cility Agreement obtained on October 5, 2021 by Enel

SpA from Bank of America Europe Designated Activi-

ty Company in the amount of $348,750,000 (equal to

€300 million at the signing date), and the sustainabil-

ity-linked financing agreement signed on September

30, 2022 by Enel Finance America LLC (EFA) as the

borrower and Enel SpA (as the guarantor) with EKF

Denmark’s Export Credit Agency (EKF)

and Citi for a

total of up to $800 million (“EKF facility”).

The main covenants in respect of the bond issues in

the Global/Euro Medium Term Notes program of Enel

SpA and Enel Finance International NV (including the

green bonds of Enel Finance International NV guar-

anteed by Enel SpA, which are used to finance the

Group’s eligible green projects) and those related to

bonds issued by Enel Finance International NV on the

American market can be summarized as follows:

• negative pledge clauses under which the issuer and

the guarantor may not establish or maintain (except

under statutory requirement) mortgages, liens or

other encumbrances on all or part of its assets or

revenue, to secure certain financial borrowings, un-

less the same restrictions are extended equally or

pro rata to the bonds in question;

• pari passu clauses, under which bonds and the asso-

ciated guarantees constitute a direct, uncondition-

al and unsecured obligation of the issuer and the

guarantor, do not grant preferential rights among

them and have at least the same seniority as other

present and future unsubordinated and unsecured

bonds of the issuer and the guarantor;

• cross-default clauses, under which the occurrence

of a default event in respect of a specified financial

liability (above a threshold level) of the issuer, the

guarantor or significant subsidiaries constitutes a

default in respect of the liabilities in question, which

may become immediately repayable.

Since 2019, Enel Finance International NV has issued a

number of “sustainable” bonds on the European mar-

ket (as part of the Euro Medium Term Notes - EMTN

bond issue program) and on the American market,

both guaranteed by Enel SpA, linked to the achieve-

ment of a number of the Sustainable Development

Goals (SDGs) of the United Nations that contain the

same covenants as other bonds of the same type.

Notes to the separate financial statements

120

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Moreover, Enel Finance America LLC holds a sustain-

ability-linked bond of the same type on the American

market, guaranteed by Enel SpA.

The main covenants covering the hybrid bonds of Enel

SpA, including the perpetual hybrid bonds that will

only be repaid in the event of the dissolution or liqui-

dation of the Company, can be summarized as follows:

• subordination clauses: each hybrid bond is subor-

dinate to all other bonds of the issuer and has the

same seniority as other hybrid financial instruments

issued and greater seniority than equity instruments;

• prohibition on mergers with other companies, the

sale or leasing of all or a substantial part of the com-

pany’s assets to another company, unless the latter

succeeds in all obligations of the issuer.

The main covenants for the Revolving Facility Agree-

ment and other loan agreements signed by Enel SpA

are substantially similar and can be summarized as fol-

lows:

• negative pledge clauses, under which the borrower

and, in some cases, significant subsidiaries may not

establish mortgages, liens or other encumbrances

on all or part of their respective assets to secure

certain financial liabilities, with the exception of ex-

pressly permitted encumbrances;

• disposals clauses, under which the borrower and,

in some cases, the subsidiaries of Enel may not dis-

pose of their assets or a significant portion of their

assets or operations, with the exception of expressly

permitted disposals;

• pari passu clauses, under which the payment under-

takings of the borrower have the same seniority as

its other unsecured and unsubordinated payment

obligations;

• change-of-control clauses, which are triggered in

7. The EKF credit line provides for a “reputational damage” clause, under which EKF can request the cancellation of the financial commitment

undertaken by it and the early payment of the sums disbursed if it has suffered ascertained harm to its own reputation or that of the Danish

State as a result of substantial breach of certain regulations. It also provides for the commitment, also of the guarantor, to ensure compliance

with certain environmental and social regulations and standards.

the event (i) control of Enel is acquired by one or

more parties other than the Italian State or (ii) Enel or

any of its subsidiaries transfer a substantial portion

of the Group’s assets to parties outside the Group

such that the financial reliability of the Group is sig-

nificantly compromised. The occurrence of one of

the two circumstances may give rise to (a) the re-

negotiation of the terms and conditions of the fi-

nancing or (b) compulsory early repayment of the

financing by the borrower;

• cross-default clauses, under which the occurrence

of a default event in respect of a specified financial

liability (above a threshold level) of the borrower or

significant subsidiaries constitutes a default in re-

spect of the liabilities in question, which may be-

come immediately repayable.

The borrowings considered specify events of default

typical of international business practice, such as, for

example, insolvency, bankruptcy proceedings or the

entity ceases trading.

None of the covenants indicated above has been trig-

gered to date.

Lastly, it should be noted that Enel SpA issued cer-

tain guarantees in the interest of a number of Group

companies in relation to the commitments undertak-

en within the context of the loan agreements. These

guarantees and the associated loan contracts include

certain covenants and events of default, some borne

by Enel SpA as the guarantor, typical of international

business practice.

Debt structure after hedging

The following table shows the effect of the hedges of

currency risk on the gross long-term debt structure

(including portions maturing in the next 12 months).

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023

Initial debt structure

Hedged

debt

Debt

structure

after

hedging Initial debt structure

Hedged

debt

Debt

structure

after

hedging

Carrying

amount

Nominal

value %

Carrying

amount

Nominal

value %

Euro 16,871 16,873 94.1% 1,051 17, 924 18,047 18,050 94.77% 997 19,047

US dollar 337 337 1.9% (337) - 316 316 1.66% (316) -

Pound sterling 704 714 4.0% (714) - 671 681 3.58% (681) -

Total 17, 912 17,924 - 17, 924 19,034 19,047 100.0% - 19,047

Notes to the separate financial statements

121

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

The following table shows the effect of the hedges of interest rate risk on the gross long-term debt outstanding

at the reporting date.

% at Dec. 31, 2024 at Dec. 31, 2023

Before hedging After hedging Before hedging After hedging

Floating rate 24.0 17.0 25.0 18.0

Fixed rate 76.0 83.0 75.0 82.0

Total 100.0 100.0 100.0 100.0

Short-term borrowings – €6,410 million

The following table shows short-term borrowings at December 31, 2024, by type.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change

Loans from third parties

Bank borrowings (ordinary current account) - 1 (1)

Cash collateral for CSAs on OTC derivatives received 104 169 (65)

Total 104 170 (66)

Borrowings from Group counterparties

Short-term borrowings from Group companies

(on intercompany current account)

3,306 3,962 (656)

Other short-term borrowings from Group companies 3,000 4,500 (1,500)

Total 6,306 8,462 (2,156)

TOTAL 6,410 8,632 (2,222)

Note that the fair value of current borrowings equals

their carrying amount as the impact of discounting is

not significant.

31.2.2 Financial liabilities at fair value through

profit or loss (FVTPL)

This category includes solely current and non-current

derivative financial liabilities relating mainly to hedg-

es of the debt of Group companies. More information

is given in note 33.2 “Derivatives at fair value through

profit or loss”.

31.2.3 Net gains/(losses)

The following table shows net gains and losses by

category of financial instruments, excluding deriv-

atives.

Millions of euro Net gains/(losses)

of which:

impairment loss/gain

at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024

Financial assets at amortized cost 517 444 -

Financial liabilities at amortized cost (915) (846) -

For more details on net gains and losses on derivatives, please see note 7 “Net financial income/(expense) from

derivatives”.

Notes to the separate financial statements

122

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

32. Risk management

Financial risks

As part of its operations, the Company is exposed to

a variety of financial risks, notably interest rate risk,

currency risk, credit and counterparty risk and liquidity

risk.

Enel SpA has adopted a system for governing financial

risks comprising internal committees, dedicated poli-

cies and operating limits. The goal is to appropriately

mitigate financial risks in order to prevent unexpected

variations in financial performance, without ruling out

the possibility of seizing any opportunities that may

arise.

Interest rate risk and currency risk

As part of its operations as an industrial holding com-

pany, Enel SpA is exposed to different market risks,

notably the risk of changes in interest rates and ex-

change rates.

Interest rate risk and currency risk are primarily gener-

ated by the presence of financial instruments.

The main financial liabilities held by the Company in-

clude bonds, bank borrowings, other borrowings, de-

rivatives, cash collateral for derivatives transactions and

trade payables. The main purpose of those financial in-

struments is to finance the operations of the Company.

The main financial assets held by the Company in-

clude loan assets, derivatives, cash deposits provided

as collateral for derivatives contracts, cash and cash

equivalents and short-term deposits, as well as trade

receivables. For more details, please see note 32 “Fi-

nancial instruments”.

The source of exposure to interest rate risk and cur-

rency risk did not change with respect to the previous

year.

As the Parent, Enel SpA centralizes some treasury

management functions and access to financial mar-

kets with regard to financial derivatives contracts on

interest rates and exchange rates. As part of this activ-

ity, Enel SpA acts as an intermediary for Group com-

panies with the market, taking positions that, while

they can be substantial, do not however represent an

exposure to the above risks for Enel SpA.

In 2024, the Group was positioned below the clearing

thresholds for all asset classes established under the

EMIR (Regulation (EU) no. 648/2012), maintaining its

classification as a non-financial counterparty not sub-

ject to clearing obligations.

The volume of transactions in financial derivatives out-

standing at December 31, 2024 is reported below, with

specification of the notional amount of each class of

instrument.

The notional amount of a derivative contract is the

amount on which cash flows are exchanged. This

amount can be expressed as a value or a quantity (for

example tons, converted into euro by multiplying the

notional amount by the agreed price).

The notional amounts of derivatives reported here do

not represent amounts exchanged between the par-

ties and therefore are not a measure of the Company’s

credit risk exposure.

Interest rate risk

Interest rate risk is the risk that the fair value or future

cash flows of a financial instrument will fluctuate be-

cause of changes in market interest rates.

Interest rate risk for the Company manifests itself as

a change in the flows associated with interest pay-

ments on floating-rate financial liabilities, a change in

financial terms and conditions in negotiating new debt

instruments or as an adverse change in the value of

financial assets/liabilities measured at fair value, which

are typically fixed-rate debt instruments.

Interest rate risk is managed with the dual goals of re-

ducing the amount of debt exposed to interest rate

fluctuations and containing the cost of funds, limiting

the volatility of results.

This goal is pursued through the strategic diversifica-

tion of the portfolio of financial liabilities by contract

type, maturity and interest rate, and modifying the risk

profile of specific exposures using OTC derivatives,

mainly interest rate swaps.

The notional amount of outstanding contracts is re-

ported below.

Notes to the separate financial statements

123

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro Notional amount

at Dec. 31, 2024 at Dec. 31, 2023

Interest rate derivatives

Interest rate swaps 6,726 5,652

Total 6,726 5,652

The term of such contracts does not exceed the ma-

turity of the underlying financial liability, so that any

change in the fair value and/or cash flows of such

contracts is offset by a corresponding change in the

fair value and/or cash flows of the underlying position.

Interest rate swaps normally provide for the periodic

exchange of floating-rate interest flows for fixed-rate

interest flows, both of which are calculated on the ba-

sis of the notional principal amount.

The notional amount of open interest rate swaps at

the end of the year was €6,726 million (€5,652 mil-

lion at December 31, 2023), of which €1,490 million

in respect of hedges of the Company’s share of debt,

and €5,236 million in respect of hedges of the debt

of Group companies with the market intermediated in

the same notional amount with those companies. The

increase in the overall notional amount is mainly attrib-

utable to the following factors:

• new interest rate swaps transacted on behalf of

e-distribuzione in the total amount of €1,677 million;

• €473 million in interest rate swaps reaching their

natural expiry or reduced as a result of amortiza-

tion;

• early closing of an interest rate swap entered into

on behalf of Enel Generación Perú, for an amount of

€130 million, following the sale of generation assets

in Peru.

For more details on interest rate derivatives, please

see note 33 “Derivatives and hedge accounting”.

The amount of floating-rate debt that is not hedged

against interest rate risk is the main risk factor that

could impact the income statement (raising borrow-

ing costs) in the event of an increase in market interest

rates.

At December 31, 2024, 24% of gross long-term finan-

cial debt was floating rate (25% at December 31, 2023).

Taking account of hedges of interest rates considered

effective pursuant to IFRS 9, 83% of gross long-term

financial debt was hedged at December 31, 2024 (82%

at December 31, 2023). Including derivatives treated

as hedges for management purposes but ineligible for

hedge accounting, the ratio is essentially unchanged.

Interest rate risk sensitivity analysis

The Company analyses the sensitivity of its exposure

by estimating the effects of a change in interest rates

on the portfolio of financial instruments.

More specifically, sensitivity analysis measures the po-

tential impact of market scenarios on equity, for the

cash flow hedge component, and on profit or loss, for

the fair value hedge component on the fair value of fi-

nancial derivatives and the portion of gross long-term

debt not hedged using financial derivatives.

These scenarios are represented by parallel increases

and decreases in the yield curve as at the reporting

date.

There were no changes in the methods and assump-

tions used in the sensitivity analysis compared with

the previous year.

With all other variables held constant, pre-tax profit

would be affected as follows:

Notes to the separate financial statements

124

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Basis

points

at Dec. 31, 2024 at Dec. 31, 2023

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Increase Decrease Increase Decrease Increase Decrease Increase Decrease

Change in financial

expense on gross

long-term floating-

rate debt in foreign

currency

25 7.7 (7.7) - - 8.5 (8.5) - -

Change in the fair

value of derivatives

classified as

non-hedging

instruments

25 3.4 (3.4) - - 4.5 (4.5) - -

Change in the fair

value of derivatives

designated

as hedging

instruments

Cash flow hedges 25 - - 5.9 (5.9) - - 9.2 (9.2)

Fair value hedges 25 - - - - - - - -

Currency risk

Currency risk is the risk that the fair value or future

cash flows of a financial instrument will fluctuate be-

cause of changes in exchange rates.

For Enel SpA, the main source of currency risk is the

presence of monetary financial instruments denomi-

nated in a currency other than the euro, mainly bonds

denominated in foreign currency.

The exposure to currency risk did not change with re-

spect to the previous year.

For more details, please see note 31 “Financial instru-

ments”.

In order to minimize exposure to changes in exchange

rates, the Company normally uses a variety of OTC de-

rivatives such as currency forwards and cross currency

interest rate swaps. The term of such contracts does

not exceed the maturity of the underlying exposure.

Currency forwards are contracts in which the counter-

parties agree to exchange principal amounts denomi-

nated in different currencies at a specified future date

and exchange rate (the strike). Such contracts may call

for the actual exchange of the two amounts (deliver-

able forwards) or payment of the difference between

the strike exchange rate and the prevailing exchange

rate at maturity (non-deliverable forwards).

Cross currency interest rate swaps are used to trans-

form a long-term fixed- or floating-rate liability in for-

eign currency into an equivalent floating- or fixed-rate

liability in euros. In addition to having notional values

denominated in different currencies, these instru-

ments differ from interest rate swaps in that they pro-

vide both for the periodic exchange of cash flows and

the final exchange of principal.

The following table reports the notional amount of

transactions outstanding at December 31, 2024 and

December 31, 2023, broken down by type of hedged

item.

Notes to the separate financial statements

125

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro Notional amount

at Dec. 31, 2024 at Dec. 31, 2023

Foreign exchange derivatives

Currency forwards: 3,888 6,129

- hedging currency risk on commodities 2,912 4,849

- hedging future cash flows 856 773

- other currency forwards 120 507

Cross currency interest rate swaps 2,050 1,969

Total 5,938 8,098

More specifically, these include:

• currency forward contracts with a total notional

amount of €2,912 million, of which €1,456 million to

hedge the currency risk associated with purchases

of energy commodities by Group companies, with

matching transactions with the market;

• currency forward contracts with a notional amount

of €856 million, to hedge the currency risk associ-

ated with other expected cash flows in currencies

other than the euro, of which €592 million in market

transactions;

• currency forward contracts with a notional amount

of €120 million, of which €59 million in market trans-

actions to hedge the currency risk on contracts for

the acquisition of raw materials and semi-finished

products for the construction of photovoltaic pan-

els, denominated in currencies other than the euro;

• cross currency interest rate swaps with a notional

amount of €2,050 million to hedge the currency risk

on the debt of Enel SpA or other Group companies

denominated in currencies other than the euro.

For more details, please see note 33 “Derivatives and

hedge accounting”.

An analysis of the Group’s debt shows that 5.9% of

gross long-term debt is denominated in currencies

other than the euro.

Considering exchange rate hedges and the portion

of debt in foreign currency that is denominated in

the presentation currency or the functional currency

of the Company, the debt is fully hedged using cross

currency interest rate swaps.

Currency risk sensitivity analysis

The Company analyzes the sensitivity of its exposure

by estimating the effects of a change in exchange

rates on the portfolio of financial instruments.

More specifically, sensitivity analysis measures the po-

tential impact of market scenarios on equity, for the

cash flow hedge component, and on profit or loss, for

the fair value hedge component on the fair value of fi-

nancial derivatives and the portion of gross long-term

debt not hedged using financial derivatives.

These scenarios are represented by the appreciation/

depreciation of the euro against all of the foreign cur-

rencies compared with the value observed as at the

reporting date.

There were no changes in the methods and assump-

tions used in the sensitivity analysis compared with

the previous year.

With all other variables held constant, pre-tax profit

would be affected as follows:

Notes to the separate financial statements

126

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Exchange

rate

at Dec. 31, 2024

at Dec. 31, 2023

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Change in

financial

expense on

gross long-term

floating-rate

debt in foreign

currency after

hedging

10% - - - - - - - -

Change in

the fair value

of derivatives

classified as

non-hedging

instruments

10% 29.7 (36.2) - - 10.1 (12.3) - -

Change in the

fair value of

derivatives

designated

as hedging

instruments

Cash flow

hedges

10% - - (108.0) 132.0 - - (108.2) 132.2

Fair value

hedges

10% - - - - - - - -

Credit and counterparty risk

Credit risk is represented by the possibility of a de-

terioration in the creditworthiness of a counterparty

in a financial transaction that could have an adverse

impact on the creditor position. The Company is ex-

posed to credit risk from its financial activities, includ-

ing transactions in derivatives, deposits with banks

and financial institutions, foreign exchange transac-

tions and other financial instruments.

The Company’s management of financial credit risk is

based on the selection of counterparties from among

leading Italian and international financial institutions

with high credit standing considered solvent both by

the market and on the basis of internal assessments,

diversifying the exposure among them. Credit expo-

sures and associated credit risk are regularly moni-

tored by the departments responsible for monitoring

risks under the policies and procedures outlined in

the governance rules for managing the Group’s risks,

which are also designed to ensure prompt identifica-

tion of possible mitigation actions to be taken.

Within this general framework, Enel SpA entered into

margin agreements with the leading financial institu-

tions with which it operates that call for the exchange

of cash collateral, which significantly mitigates the ex-

posure to credit risk.

Loan assets

Millions of euro

Staging

Basis for recognizing

expected credit loss

allowance

Average loss rate

(PD*LGD)

Gross carrying

amount

Expected credit

loss allowance

Carrying

amount

at Dec. 31, 2024

Performing 12-month ECL 0.19% 2,644 5 2,639

Underperforming Lifetime ECL - - -

Non-performing - - -

Total 2,644 5 2,639

Notes to the separate financial statements

127

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Trade receivables and other financial assets: collective measurement

Millions of euro at Dec. 31, 2024

Average loss rate

(PD*LGD)

Gross carrying

amount

Expected credit

loss allowance

Carrying

amount

Trade receivables

Trade receivables not past due 125 - 125

Trade receivables past due:

- 1-180 days 0.59% 17 - 17

- more than 180 days (credit impaired) 29.29% 78 23 55

Total trade receivables 220 23 197

Other financial assets

Other financial assets not past due 633 - 633

Other financial assets past due - - -

Total other financial assets 633 - 633

TOTAL 853 23 830

Liquidity risk

Liquidity risk is the risk that the Company will encoun-

ter difficulty in meeting obligations associated with fi-

nancial liabilities that are settled by delivering cash or

another financial asset.

The objectives of liquidity risk management policies

are:

• ensuring an appropriate level of liquidity for the

Company, minimizing the associated opportunity

cost;

• maintaining a balanced debt structure in terms of

the maturity profile and funding sources.

In the short term, liquidity risk is mitigated by main-

taining an appropriate level of unconditionally availa-

ble resources, including cash and short-term depos-

its, available committed credit lines and a portfolio of

highly liquid assets.

In the long term, liquidity risk is mitigated by maintain-

ing a balanced debt maturity profile and diversifying

funding sources in terms of instruments, markets/cur-

rencies and counterparties.

At December 31, 2024 Enel SpA had a total €2,121

million in cash or cash equivalents (€1,122 million at

December 31, 2023) and committed lines of credit

amounting to €8,250 million, all of which maturing in

more than one year (unchanged from December 31,

2023).

Maturity analysis

The table below summarizes the maturity profile of the

Company’s long-term debt.

Notes to the separate financial statements

128

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro Maturing in

Less than

3 months

Between

3 months

and 1 year

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

Bonds:

- fixed rate - - - 849 868

- floating rate - 97 97 247 140

Total - 97 97 1,096 1,008

Bank borrowings:

- floating rate - 337 1,000 - -

Total - 337 1,000 - -

Non-bank financing:

- under fixed-rate leases - 1 1 1 -

Total - 1 1 1 -

Loans from Group companies:

- fixed rate 43 43 86 687 10,954

- floating rate 23 23 2,046 369

Total 66 66 2,132 1,056 10,954

TOTAL 66 501 3,230 2,153 11,962

Offsetting financial assets

and financial liabilities

The following table reports the net financial assets and

liabilities. More specifically, it shows that there are no

netting arrangements for derivatives in the separate

financial statements since the Company does not plan

to offset assets and liabilities. As envisaged by current

market regulations and to guarantee transactions in-

volving derivatives, Enel SpA has entered into margin

agreements with leading financial institutions that call

for the exchange of cash collateral, broken down as

shown in the table.

Millions of euro at Dec. 31, 2024

(a) (b) (c)=(a)-(b) (d) (e)=(c)-(d)

Correlated amounts not offset

in the financial statements

(d)(i),(d)(ii) (d)(iii)

Gross

amounts of

recognized

financial

assets/

(liabilities)

Gross amounts

of recognized

financial assets/

(liabilities) offset in

the statement of

financial position

Net amounts

of financial

assets/(liabilities)

presented in the

statement of

financial position

Financial

instruments

Net portion of

financial assets/

(liabilities)

guaranteed with

cash collateral

Net amount of

financial assets/

(liabilities)

FINANCIAL ASSETS

Derivative assets:

- on interest rate risk 87 87 (59) 28

- on currency risk 199 199 (139) 60

Total derivative assets 286 - 286 - (198) 88

TOTAL FINANCIAL ASSETS 286 - 286 - (198) 88

FINANCIAL LIABILITIES

Derivative liabilities:

- on interest rate risk (156) (156) 124 (32)

- on currency risk (527) (527) 431 (96)

Total derivative liabilities (683) - (683) - 555 (128)

TOTAL FINANCIAL LIABILITIES (683) - (683) - 555 (128)

NET FINANCIAL ASSETS/

(LIABILITIES)

(397) - (397) - 357 (40)

Notes to the separate financial statements

129

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

33. Derivatives and hedge accounting

The following tables report the notional amount and

fair value of derivative financial assets and liabilities by

type of hedge relationship and hedged risk, broken

down into current and non-current derivative financial

assets and liabilities.

The notional amount of a derivative contract is the

amount on the basis of which cash flows are ex-

changed. This amount can be expressed as a value or

a quantity (for example tons, converted into euros by

multiplying the notional amount by the agreed price).

Amounts denominated in currencies other than the

euro are translated at the closing year exchange rates

provided by the World Markets Refinitiv (WMR) Com-

pany.

Millions of euro Non-current Current

Notional amount Fair value Notional amount Fair value

DERIVATIVE

ASSETS

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023 Change

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023 Change

Derivatives

designated

as hedging

instruments

Cash flow

hedges:

- on interest

rate risk

500 1,000 4 21 (17) 500 - 1 - 1

- on currency

risk

665 950 47 118 (71) 337 - 37 - 37

Total cash flow

hedges

1,165 1,950 51 139 (88) 837 - 38 - 38

Derivatives

at FVTPL:

- on interest

rate risk

2,618 2,073 82 85 (3) - 8 - - -

- on currency

risk

383 281 46 37 9 1,535 2,961 69 76 (7)

Total derivatives

at FVTPL

3,001 2,354 128 122 6 1,535 2,969 69 76 (7)

TOTAL

DERIVATIVE

ASSETS

4,166 4,304 179 261 (82) 2,372 2,969 107 76 31

Notes to the separate financial statements

130

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro Non-current Current

Notional amount Fair value Notional amount Fair value

DERIVATIVE

LIABILITIES

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023 Change

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023 Change

Derivatives

designated

as hedging

instruments

Cash flow

hedges:

- on interest

rate risk

390 2,440 45 49 (4) - - - - -

- on currency

risk

771 712 407 449 (42) - - - - -

Total cash flow

hedges

1,161 3,152 452 498 (46) - - - - -

Derivatives

at FVTPL:

- on interest

rate risk

2,618 2,080 82 85 (3) 100 122 29 29 -

- on currency

risk

383 660 47 37 10 1,863 2,884 73 77 (4)

Total derivatives

at FVTPL

3,001 2 ,740 129 122 7 1,963 3,006 102 106 (4)

TOTAL

DERIVATIVE

LIABILITIES

4,162 5,892 581 620 (39) 1,963 3,006 102 106 (4)

33.1 Hedge accounting

Derivatives are initially recognized at fair value on

the trade date of the contract and are subsequently

re-measured at their fair value. The method of recog-

nizing the resulting gain or loss depends on whether

the derivative is designated as a hedging instrument,

and if so, the nature of the item being hedged.

Hedge accounting is applied to derivatives entered

into in order to reduce risks such as interest rate risk,

currency risk and commodity price risk (including Vir-

tual PPAs) and when all the criteria provided by IFRS 9

are met.

At the inception of the transaction, the Company

documents the relationship between hedging instru-

ments and hedged items, as well as its risk manage-

ment objectives and strategy. The Company also doc-

uments its assessment, both at hedge inception and

on an ongoing basis, of whether hedging instruments

are highly effective in offsetting changes in fair values

or cash flows of hedged items.

For cash flow hedges of forecast transactions desig-

nated as hedged items, the Company assesses and

documents that they are highly probable and present

an exposure to changes in cash flows that affect profit

or loss.

Depending on the nature of the risk exposure, the

Company designates derivatives as either:

• fair value hedges;

• cash flow hedges.

For more details about the nature and the extent of

risks arising from financial instruments to which the

Company is exposed, please refer to note 32 “Risk

management”.

To be effective a hedging relationship shall meet all of

the following criteria:

• existence of an economic relationship between

hedging instrument and hedged item;

• the effect of credit risk does not dominate the value

changes resulting from the economic relationship;

• the hedge ratio defined at designation resulting

equal to the one used for risk management purpos-

es (i.e. same quantity of the hedged item that the

entity actually hedges and the quantity of the hedg-

ing instrument that the entity actually uses to hedge

the quantity of the hedged item).

Based on the IFRS 9 requirements, the existence of

an economic relationship is evaluated by the Compa-

ny through a qualitative assessment or a quantitative

computation, depending on the following circum-

stances:

Notes to the separate financial statements

131

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

• if the underlying risk of the hedging instrument and

the hedged item is the same, the existence of an

economic relationship will be provided through a

qualitative analysis;

• on the other hand, if the underlying risk of the hedg-

ing instrument and the hedged item is not the same,

the existence of the economic relationship will be

demonstrated through a quantitative method in ad-

dition to a qualitative analysis of the nature of the

economic relationship (i.e. linear regression).

In order to demonstrate that the behavior of the hedg-

ing instrument is in line with those of the hedged item,

different scenarios will be analyzed.

For hedging of commodity price risk, the existence of

an economic relationship is deduced from a ranking

matrix that defines, for each possible risk component,

a set of all standard derivatives available in the market

whose ranking is based on their effectiveness in hedg-

ing the considered risk.

In order to evaluate the credit risk effects, the Compa-

ny considers the existence of risk mitigating measures

(collateral, mutual break-up clauses, netting agree-

ments, etc.)

The Company has established a hedge ratio of 1:1 for

all the hedging relationships (including commodity

price risk hedging) as the underlying risk of the hedg-

ing derivative is identical to the hedged risk, in order to

minimize hedging ineffectiveness.

The hedge ineffectiveness will be evaluated through a

qualitative assessment or a quantitative computation,

depending on the following circumstances:

• if the critical terms of the hedged item and hedging

instrument match and there are no other sources of

ineffectiveness including the credit risk adjustment

on the hedging derivative, the hedge relationship

will be considered fully effective on the basis of a

qualitative assessment;

• if the critical terms of the hedged item and hedg-

ing instrument do not match or there is at least one

source of ineffectiveness, the hedge ineffectiveness

will be quantified applying the dollar offset cumula-

tive method with hypothetical derivative. This meth-

od compares changes in fair values of the hedging

instrument and the hypothetical derivative between

the reporting date and the inception date.

The main causes of hedge ineffectiveness may be the

following:

• basis differences (i.e. the fair value or cash flows

of the hedged item depend on a variable that is

different from the variable that causes the fair

value or cash flows of the hedging instrument to

change);

• timing differences (i.e. the hedged item and hedging

instrument occur or are settled at different dates);

• quantity or notional amount differences (i.e. the

hedged item and hedging instrument are based on

different quantities or notional amounts);

• other risks (i.e. changes in the fair value or cash

flows of a derivative hedging instrument or hedged

item relate to risks other than the specific risk being

hedged);

• credit risk (i.e. the counterparty credit risk differently

impacts the changes in the fair value of the hedging

instruments and hedged items).

Cash flow hedge

Cash flow hedges are applied in order to hedge the

Company exposure to changes in future cash flows

that are attributable to a particular risk associated

with a recognized asset or liability or a highly probable

transaction that could affect profit or loss.

The effective portion of changes in the fair value of de-

rivatives that are designated and qualify as cash flow

hedges is recognized in other comprehensive income.

The gain or loss relating to the ineffective portion is

recognized immediately in the income statement.

Amounts accumulated in equity are reclassified to

profit or loss in the period when the hedged item

affects profit or loss (for example, when the hedged

forecast sale takes place).

If the hedged item results in the recognition of a

non-financial asset (i.e. property, plant and equipment

or inventories, etc.) or a non-financial liability, or a

hedged forecast transaction for a non-financial asset

or a non-financial liability becomes a firm commitment

for which fair value hedge accounting is applied, the

amount accumulated in equity (i.e. hedging reserve)

shall be removed and included in the initial amount

(cost or other carrying amount) of the asset or the lia-

bility hedged (i.e. “basis adjustment”).

When a hedging instrument expires or is sold, or when

a hedge no longer meets the criteria for hedge ac-

counting, any cumulative gain or loss existing in equity

at that time remains in equity and is recognized when

the forecast transaction is ultimately recognized in the

income statement. When a forecast transaction is no

longer expected to occur, the cumulative gain or loss

that was reported in equity is immediately transferred

to the income statement.

For hedging relationships using forwards as a hedg-

ing instrument, where only the change in the value of

the spot element is designated as the hedging instru-

Notes to the separate financial statements

132

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

ment, accounting for the forward element (profit or

loss vs OCI) is defined case by case.

Conversely, hedging relationships using cross cur-

rency interest rate swaps as hedging instruments, the

Company separates foreign currency basis spreads,

in designating the hedging derivative, and presents

them in other comprehensive income (OCI) in the

hedging costs reserve.

With specific regard to cash flow hedges of commod-

ity risk, in order to improve their consistency with the

risk management strategy, the Company applies a dy-

namic hedge accounting approach based on specific

liquidity requirements (the so-called liquidity-based

approach).

This approach requires the designation of hedges

through the use of the most liquid derivatives available

on the market and replacing them with others that are

more effective in covering the risk in question.

Consistent with the risk management strategy, the li-

quidity-based approach allows the roll-over of a de-

rivative by replacing it with a new derivative, not only

in the event of expiry but also during the hedging re-

lationship, if and only if the new derivative meets both

of the following requirements:

• it represents a best proxy of the old derivative in

terms of ranking;

• it meets specific liquidity requirements.

Satisfaction of these requirements is verified quarterly.

At the roll-over date, the hedging relationship is not

discontinued. Therefore, starting from that date,

changes in the effective fair value of the new deriva-

tive will be recognized in equity (the hedging reserve),

while changes in the fair value of the old derivative are

recognized through profit or loss.

The Company currently uses these hedge relation-

ships to minimize the volatility of profit or loss.

Fair value hedges

Fair value hedges are used to protect the Company

against exposures to changes in the fair value of as-

sets, liabilities or firm commitment attributable to a

particular risk that could affect profit or loss.

Changes in the fair value of derivatives that qualify and

are designated as hedging instruments are recog-

nized in the income statement, together with changes

in the fair value of the hedged item that are attributa-

ble to the hedged risk.

If the hedge no longer meets the criteria for hedge

accounting, the adjustment to the carrying amount

of a hedged item for which the effective interest rate

method is used is amortized to profit or loss over the

residual life of the hedged element.

The Company does not currently use such hedging

relationships.

For more information on fair value measurement,

please see note 34 “Fair value measurement”.

33.1.1 Hedge relationship by type of credit risk

Interest rate risk

The following table shows the notional amount and

the average rate of instruments hedging interest rate

risk on transactions outstanding at December 31,

2024 and December 31, 2023, broken down by ma-

turity.

Notes to the separate financial statements

133

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro

At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total

Interest rate swaps

Notional amount 500 500 - - 150 240 1,390

Average IRS rate 1.63 1.78 5.44 4.32

Millions of euro

At Dec. 31, 2023 2024 2025 2026 2027 2028 Beyond Total

Interest rate swaps

Notional amount - 500 500 - - 390 1,390

Average IRS rate 1.63 1 .78 5.07

The interest rate swaps outstanding at the end of

the year and designated as hedging instruments

function as a cash flow hedge for the hedged item.

The cash flow hedge derivatives refer to the hedg-

ing of certain floating-rate bonds issued since

2001 and floating-rate bank loans obtained during

2020.

The following table shows the notional amount and the

fair value of hedging derivatives on interest rate risk as

at December 31, 2024 and December 31, 2023.

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Cash flow hedge

derivatives

1,000 1,000 5 21 390 390 (45) (49)

Interest rate

swaps

1,000 1,000 5 21 390 390 (45) (49)

The deterioration in the fair value of derivatives com-

pared with the previous year is mainly attributable to a

decrease in the yield curve in 2024. This phenomenon

is mainly attributable to the impact of the gradual eas-

ing, mainly in the 2nd Half of 2024, of the restrictive

monetary policies implemented by central banks in

recent years.

The following table shows the cash flows expected in

coming years from cash flow hedge derivatives hedg-

ing interest rate risk.

Millions of euro Fair value Distribution of expected cash flows

Cash flow hedge derivatives on interest rates at Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond

Positive fair value 5 6 1 - - - -

Negative fair value (45) (8) (9) (9) (8) (10) (9)

The following table shows the impact of interest rate hedge derivatives on the statement of financial position.

Millions of euro Notional amount Carrying amount

Fair value used to measure

ineffectiveness in the year

At Dec. 31, 2024

Interest rate swaps 1,390 (40) (40)

At Dec. 31, 2023

Interest rate swaps 1,390 (28) (28)

The following table shows the impact of hedged items exposed to interest rate risk on the statement of financial

position.

Notes to the separate financial statements

134

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

2024 2023

Floating-rate borrowings 20 (20) - (14) 14 -

Total 20 (20) - (14) 14 -

The following table shows the impact of cash flow hedges on interest rate risk on profit or loss and on other com-

prehensive income.

Millions of euro

Total other

comprehensive

income/

(expense)

Ineffective

portion

recognized in

profit or loss

Income

statement

item

Hedging

costs

Amount

reclassified

from OCI to

profit or loss

Income

statement

item

At Dec. 31, 2024

Floating-rate borrowings 4 - - (111) Financial

expense

Total at Dec. 31, 2024 4 - - (111)

At Dec. 31, 2023

Floating-rate borrowings (18) - - - (83) Financial

expense

Total at Dec. 31, 2023 (18) - - (83)

Currency risk

The following table shows the notional amount and

the average rate of instruments hedging currency

risk on transactions outstanding as at December 31,

2024 and December 31, 2023, broken down by ma-

turity.

Millions of euro

At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total

Cross currency interest rate swaps (CCIRSs)

Total notional amount - 337 - - - 1,436 1,773

Notional amount for CCIRSs EUR/USD - 337 - - - - 337

Average contractual exchange rate EUR/USD 1.16

Notional amount for CCIRSs EUR/GBP 1,436 1,436

Average contractual exchange rate EUR/GBP 0.68

Millions of euro

At Dec. 31, 2023 2025 2026 2027 2028 2029 Beyond Total

Cross currency interest rate swaps (CCIRSs)

Total notional amount - 316 - - - 1,373 1,689

Notional amount for CCIRSs EUR/USD - 316 - - - - 316

Average contractual exchange rate EUR/USD 1.16

Notional amount for CCIRSs EUR/GBP 1,373 1,373

Average contractual exchange rate EUR/GBP 0.68

Notes to the separate financial statements

135

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

The following table shows the notional amount and the

fair value of instruments hedging currency risk on trans-

actions outstanding at December 31, 2024 and Decem-

ber 31, 2023, broken down by type of hedged item.

Millions of euro Fair value

Notional

amount Fair value

Notional

amount

Assets Liabilities Assets Liabilities

Hedging instrument Hedged item at Dec. 31, 2024 at Dec. 31, 2023

Cross currency interest

rate swaps

Fixed-rate

borrowings in

foreign currency

47 (407) 1,436 102 (449) 1,373

Cross currency interest

rate swaps

Floating-rate

borrowings in

foreign currency

37 - 337 16 - 316

Total 84 (407) 1,773 118 (449) 1,689

The cross currency interest rate swaps outstanding

at the end of the year and designated as hedging

instruments function as a cash flow hedge for the

hedged item. More specifically, these derivatives

hedge fixed-rate bonds denominated in foreign cur-

rencies and a floating-rate borrowing in US dollars

that fell due and was renewed with Bank of America

in 2021.

The following table shows the notional amount and the

fair value of derivatives on currency risk at December

31, 2024 and December 31, 2023, broken down by

type of hedge.

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Cash flow hedge

derivatives

1,002 950 84 118 771 739 (407) (449)

Cross currency

interest rate swaps

1,002 950 84 118 771 739 (407) (449)

At December 31, 2024 cross currency interest rate

swaps had a notional amount of €1,773 million (€1,689

million at December 31, 2023) and an overall negative

fair value of €323 million (a negative €331 million at

December 31, 2023).

The slight improvement of the fair value of cross cur-

rency interest rate swaps is mainly attributable to de-

velopments in the exchange rate of the euro against

the US dollar and the pound sterling and those in the

yield curve.

The following table reports the impact on the state-

ment of financial position of instruments hedging cur-

rency risk.

Millions of euro Notional amount Carrying amount

Fair value used to measure

ineffectiveness in the year

At Dec. 31, 2024

Cross currency interest rate

swaps

1,773 (323) (323)

At Dec. 31, 2023

Cross currency interest rate

swaps

1,689 (330) (326)

Notes to the separate financial statements

136

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

The following table reports the impact on the statement of financial position of hedged items exposed to currency risk.

Millions of euro

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

2024 2023

Fixed-rate borrowings in

foreign currency

363 (363) 3 342 (342) (5)

Floating-rate borrowings

in foreign currency

(37) 37 - (16) 16 -

Total 326 (326) 3 326 (326) (5)

The following table shows the impact of cash flow hedges on currency risk on profit or loss and on other compre-

hensive income.

Millions of euro

Total other

comprehensive

income/

(expense)

Ineffective

portion

recognized in

profit or loss

Income

statement

item Hedging costs

Amount

reclassified

from OCI to

profit or loss

Income

statement

item

At Dec. 31, 2024

Fixed-rate borrowings in

foreign currency

(3) - - (45) Financial

expense

Floating-rate borrowings in

foreign currency

2 - - 97 Financial

income

Total at Dec. 31, 2024 (1) - - 52

At Dec. 31, 2023

Fixed-rate borrowings in

foreign currency

(251) - 4 (285) Financial

expense

Floating-rate borrowings in

foreign currency

12 - - 65 Financial

income

Total at Dec. 31, 2023 (239) - 4 (220)

The following table shows the cash flows expected in coming years from cash flow hedge derivatives on currency

risk.

Millions of euro Fair value Distribution of expected cash flows

Cash flow hedge derivatives on exchange rates at Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond

Positive fair value 84 48 6 7 7 7 54

Negative fair value (407) (12) (14) (15) (15) (15) (255)

33.1.2 Impact of cash flow hedge derivatives on equity gross of tax effects

Millions of euro

Hedging

costs

Gross

change in

fair value

recognized

in OCI

Gross

change in

fair value

recognized

in profit or

loss

Gross change

in fair value

recognized in

profit or loss

– Ineffective

portion

Hedging

costs

Gross

change in

fair value

recognized

in OCI

Gross

change in

fair value

recognized

in profit or

loss

Gross change

in fair value

recognized in

profit or loss

– Ineffective

portion

at Dec. 31, 2024 at Dec. 31, 2023

Interest rate hedges - 4 (111) - - (18) (83) -

Exchange rate hedges 7 (1) 52 - - (239) (220) -

Hedging derivatives 7 3 (59) - - (257) (303) -

Notes to the separate financial statements

137

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

33.2 Derivatives at fair value through

profit or loss

The following table shows the notional amount and the

fair value of derivatives at FVTPL as at December 31,

2024 and December 31, 2023 by risk type.

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

at Dec. 31,

2024

at Dec. 31,

2023

Derivatives at FVTPL

on interest rates

2,618 2,081 82 85 2,718 2,181 (111) (114)

Interest rate swaps 2,618 2,081 82 85 2,718 2,181 (111) (114)

Derivatives at FVTPL

on exchange rates

1,919 3,242 115 113 2,247 3,166 (120) (114)

Forwards 1,780 3,102 79 78 2,108 3,026 (83) (78)

Cross currency

interest rate swaps

139 140 36 35 139 140 (37) (36)

Total derivatives at

FVTPL

4,537 5,323 197 198 4,965 5,347 (231) (228)

At December 31, 2024, the overall notional amount of

derivatives at fair value through profit or loss on inter-

est rates and exchange rates came to €9,502 million

(€10,670 million at December 31, 2023) with an overall

negative fair value of €34 million (a negative €30 mil-

lion at December 31, 2023).

Interest rate swaps at the end of the year amounted

to €5,336 million. They refer primarily to hedges of the

debt of the Group companies with the market (€2,718

million) and intermediated with those companies

(€2,618 million).

The overall notional amount shows an increase of

€1,074 million on the previous year, mainly due to new

interest rate swaps in favor of e-distribuzione.

Forward contracts hedging currency risk had a notional

amount of €3,888 million (€6,128 million at December

31, 2023). Currency forwards with external counterpar-

ties amounted to €2,108 million (€3,140 million at De-

cember 31, 2023), and related mainly to OTC derivatives

entered into to mitigate the currency risk associated

with the prices of energy commodities within the pro-

visioning process of Group companies and matched

with market transactions, expected cash flows in cur-

rencies other than the euro connected with the acqui-

sition of raw materials and semi-finished products for

the construction of photovoltaic panels, as well as the

expected cash flows in foreign currency in respect of

interim dividends authorized by the subsidiaries.

Cross currency interest rate swaps, with a notional

amount of €139 million (€140 million at December 31,

2023), relate to hedges of currency risk on the debt

of the Group companies denominated in currencies

other than the euro and matched with market trans-

actions.

34. Fair value measurement

The Company measures fair value in accordance with

IFRS 13 whenever required by the IFRS.

Fair value is defined as the price that would be re-

ceived to sell an asset or paid to transfer a liability. The

best estimate is the market price, i.e. its current price,

publicly available and effectively traded on an active,

liquid market.

The fair value of assets and liabilities is categorized

into a fair value hierarchy that provides three levels de-

fined as follows on the basis of the inputs to valuation

techniques used to measure fair value:

• Level 1: quoted prices (unadjusted) in active mar-

kets for identical assets or liabilities to which the

Company has access at the measurement date;

• Level 2: inputs other than quoted prices included

within Level 1 that are observable for the asset or

liability, either directly (that is, as prices) or indirectly

(that is, derived from prices);

• Level 3: inputs for the asset or liability that are not

based on observable market data (that is, unobserv-

able inputs).

In this note, the relevant disclosures are provided in or-

der to assess the following:

• for assets and liabilities that are measured at fair

value on a recurring or non-recurring basis in the

Notes to the separate financial statements

138

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

statement of financial position after initial recog-

nition, the valuation techniques and inputs used to

develop those measurements; and

• for recurring fair value measurements using signifi-

cant unobservable inputs (Level 3), the effect of the

measurements on profit or loss or other compre-

hensive income for the year.

For this purpose:

• recurring fair value measurements are those that

the IFRSs require or permit in the statement of fi-

nancial position at the end of each reporting period;

• non-recurring fair value measurements are those

that the IFRSs require or permit in the statement of

financial position in particular circumstances.

The fair value of derivative contracts is determined us-

ing the official prices for instruments traded on regu-

lated markets. The fair value of instruments not listed

on a regulated market is determined using valuation

methods appropriate for each type of financial instru-

ments and market data as of the close of the reporting

period (such as interest rates, exchange rates, volatili-

ty), discounting expected future cash flows on the ba-

sis of the market yield curve and translating amounts

in currencies other than the euro using exchange

rates provided by the World Markets Refinitiv (WMR)

Company. For contracts involving commodities, the

measurement is conducted using prices, where avail-

able, for the same instruments on both regulated and

unregulated markets.

In accordance with the new IFRSs, in 2013 the Compa-

ny included a measurement of credit risk, both of the

counterparty (Credit Valuation Adjustment or CVA) and

its own (Debit Valuation Adjustment or DVA), in order

to adjust the fair value of financial instruments for the

corresponding amount of counterparty risk.

More specifically, the Company measures CVA/DVA

using a Potential Future Exposure valuation technique

for the net exposure of the position and subsequently

allocating the adjustment to the individual financial in-

struments that make up the overall portfolio. All of the

inputs used in this technique are observable on the

market. Changes in the assumptions underlying the

estimated inputs could have an effect on the fair value

reported for such instruments.

The notional amount of a derivative contract is the

amount on which cash flows are exchanged. This

amount can be expressed as a value or a quantity (for

example tons, converted into euros by multiplying the

notional amount by the agreed price).

Amounts denominated in currencies other than the

euro are translated into euros at the official exchange

rates provided by the World Markets Refinitiv (WMR)

Company.

The notional amounts of derivatives reported here do

not necessarily represent amounts exchanged be-

tween the parties and therefore are not a measure of

the Company’s credit risk exposure.

For listed debt instruments, the fair value is given by

official prices. For unlisted instruments the fair value

is determined using appropriate valuation techniques

for each category of financial instruments and market

data at the reporting date, including the credit spreads

of Enel.

34.1 Assets measured at fair value

in the statement of financial position

The following table shows, for each class of assets

measured at fair value on a recurring or non-recurring

basis in the statement of financial position, the fair

value measurement at the end of the reporting period

and the level in the fair value hierarchy into which the

fair value measurements are categorized.

Notes to the separate financial statements

139

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro Non-current assets Current assets

Notes

Fair value

at Dec. 31,

2024 Level 1 Level 2 Level 3

Fair value

at Dec. 31,

2024 Level 1 Level 2 Level 3

Derivatives

Cash flow hedge derivatives:

- on interest rate risk 4 - 4 - 1 - - -

- on currency risk 33 47 - 47 - 37 - - -

Total cash flow hedges 51 - 51 - 38 - - -

Fair value through profit or loss:

- on interest rate risk 33 82 - 82 - - - - -

- on currency risk 33 46 - 46 - 69 - 69 -

Total fair value through profit or

loss

128 - 128 - 69 - 69 -

TOTAL 179 - 179 - 107 - 69 -

34.2 Liabilities measured at fair value

in the statement of financial position

The following table reports, for each class of liabilities

measured at fair value on a recurring or non-recurring

basis in the statement of financial position, the fair

value measurement at the end of the reporting period

and the level in the fair value hierarchy into which the

fair value measurements are categorized.

Millions of euro Non-current liabilities Current liabilities

Notes

Fair value

at Dec. 31,

2024 Level 1 Level 2 Level 3

Fair value

at Dec. 31,

2024 Level 1 Level 2 Level 3

Derivatives

Cash flow hedge derivatives:

- on interest rate risk 33 45 - 45 - - - - -

- on currency risk 33 407 - 407 - - - - -

Total cash flow hedges 452 - 452 - - - - -

Fair value through profit or loss:

- on interest rate risk 33 82 - 82 - 29 - 29 -

- on currency risk 33 47 - 47 - 73 - 73 -

Total fair value through profit or

loss

129 - 129 - 102 - 102 -

TOTAL 581 - 581 - 102 - 102 -

Notes to the separate financial statements

140

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

34.3 Liabilities not measured at fair value

in the statement of financial position

The following table shows, for each class of liabilities

not measured at fair value in the statement of financial

position but for which the fair value shall be disclosed,

the fair value at the end of the reporting period and

the level in the fair value hierarchy into which the fair

value measurements are categorized.

Millions of euro LIABILITIES

Notes

Fair value at

Dec. 31, 2024 Level 1 Level 2 Level 3

Bonds:

- fixed rate 31.2.1 1,798 1,798 - -

- floating rate 31.2.1 575 67 508 -

Total 2,373 1,865 508 -

Bank borrowings:

- floating rate 31.2.1 1,354 - 1,354 -

Total 1,354 - 1,354 -

Non-bank financing:

- under fixed-rate leases 31.2.1 3 - 3 -

Total 3 - 3 -

Loans from Group companies:

- fixed rate 31.2.1 10,517 - 10,517 -

- floating rate 31.2.1 2,485 - 2,485 -

Total 13,002 - 13,002 -

TOTAL 16,732 1,865 14,867 -

35. Share-based payments

Starting in 2019, the Shareholders’ Meeting of Enel SpA

(“Enel” or the “Company”) has each year approved the

adoption of long-term share-based incentive plans

for the management of Enel and/or its subsidiaries

pursuant to Article 2359 of the Civil Code. Each of the

incentive plans approved (the 2019 Long-Term Incen-

tive Plan, the 2020 Long-Term Incentive Plan, the 2021

Long-Term Incentive Plan, the 2022 Long-Term Incen-

tive Plan, the 2023 Long-Term Incentive Plan, the 2024

Long-Term Incentive Plan, referred to hereinafter, re-

spectively, the “2019 LTI Plan”, the “2020 LTI Plan”, the

“2021 LTI Plan”, the “2022 LTI Plan”, the “2023 LTI Plan”,

the “2024 LTI Plan” and, jointly, the “Plans”) provides for

the grant of ordinary Company shares (“Shares”) to the

respective beneficiaries subject to the achievement of

specific performance targets.

Plan beneficiaries are the Chief Executive Officer/Gen-

eral Manager of Enel and Enel Group managers in the

positions most directly responsible for company per-

formance or considered to be of strategic interest. The

Plans provide for the award to the beneficiaries of an

incentive consisting of a monetary component and an

equity component. This incentive – determined, at the

time of the award, as a base value calculated in relation

to the fixed remuneration of the individual beneficiary

– may vary depending on the degree of achievement

of each of the three-year performance targets by the

Plans, ranging from zero up to a maximum of 280% or

180% of the base value in the case, respectively, of the

Chief Executive Officer/General Manager or the other

beneficiaries.

The Plans establish that, of the total incentive effec-

tively vested, the bonus will be fully paid in shares: (a)

for the 2019, 2020, 2021 and 2022 LTI Plans (i) up to

100% of the base value for the Chief Executive Of-

ficer/General Manager (up to 130% for the 2022 LTI

Plan), and (ii) up to 50% of the base value for the other

beneficiaries (up to 65% for the 2022 LTI Plan); (b) for

the 2023 and the 2024 LTI Plans (i) up to 150% of the

base value for the Chief Executive Officer/General

Manager, (ii) up to 100% of the base value for officers

reporting directly to the Chief Executive Officer/Gen-

eral Manager, including key management personnel,

and (iii) up to 65% of the base value for the other ben-

eficiaries, other than those indicated under (i) and (ii)

above.

Notes to the separate financial statements

141

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

The actual award of the bonus under the Plans is

subject to the achievement of specific performance

targets during the three year performance period. If

these targets are achieved, 30% of both the stock and

cash components of the incentive will be paid in the

first year following the end of the performance period

and the remaining 70% will be paid in the second year

following the end of the performance period. The pay-

ment of a substantial portion of long-term variable re-

muneration (70% of the total) is therefore deferred to

the second year following the end of the performance

period of the individual Plans.

8. The date on which the Board of Directors approved the procedures and timing for granting the 2019 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of November 11, 2019).

9. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2021, the Board of Directors

verified the level of achievement of the performance targets of the 2019 LTI Plan.

10. On September 5, 2022 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2019 LTI Plan,

in accordance with the Plan rules. The remainder of the equity component of the bonus vested by the beneficiaries of the 2019 LTI Plan was

awarded on September 5, 2023.

11. The date on which the Board of Directors approved the procedures and timing for granting the 2020 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of September 16, 2020).

12. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2022, the Board of Directors

verified the level of achievement of the performance targets of the 2020 LTI Plan.

13. On September 5, 2023 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2020 LTI Plan,

in accordance with the Plan rules. The remainder of the equity component of the bonus vested by the beneficiaries of the 2020 LTI Plan was

awarded on September 5, 2024.

14. The date on which the Board of Directors approved the procedures and timing for granting the 2021 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of June 9, 2021).

15. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2023, the Board of Directors

verified the level of achievement of the performance targets of the 2021 LTI Plan.

16. On September 5, 2024 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2021 LTI Plan, in

accordance with the Plan rules.

17. The date on which the Board of Directors approved the procedures and timing for granting the 2022 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of June 8, 2022).

18. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2024, the Board of Directors will

verify the level of achievement of the performance targets of the 2022 LTI Plan.

19. The date on which the Board of Directors approved the procedures and timing for granting the 2023 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of October 4, 2023).

20. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2025, the Board of Directors will

verify the level of achievement of the performance targets of the 2023 LTI Plan.

21. The date on which the Board of Directors approved the procedures and timing for granting the 2024 LTI Plan to the beneficiaries (taking ac-

count of the proposal issued by the Nomination and Compensation Committee at its meeting of July 24, 2024).

22. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2026, the Board of Directors will

verify the level of achievement of the performance targets of the 2024 LTI Plan.

The following table provides information on the 2019

LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan, the 2022

LTI Plan, the 2023 LTI Plan and the 2024 LTI Plan.

For more information on the characteristics of the

Plans, please see the information documents prepared

pursuant to Article 84-bis of the CONSOB Regulation

issued with Resolution no. 11971 of May 14, 1999 (the

Issuers Regulation), which are available to the public

in the section of Enel’s website (www.enel.com) dedi-

cated to the Shareholders’ Meetings held respectively

on May 16, 2019, May 14, 2020, May 20, 2021, May 19,

2022, May 10, 2023 and May 23, 2024.

Grant date Performance period

Verification of

achievement of targets Payout

2019 LTI Plan 12/11/2019

2019-2021 2022

2022-2023

2020 LTI Plan 17/09/2020

2020-2022 2023

2023-2024

2021 LTI Plan 16/09/2021

2021-2023 2024

2024-2025

2022 LTI Plan 21/09/2022

2022-2024 2025

2025-2026

2023 LTI Plan 05/10/2023

2023-2025 2026

2026-2027

2024 LTI Plan 19/09/2024

2024-2026 2027

2027-2028

Notes to the separate financial statements

142

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

In implementation of the authorizations granted by

the Shareholders’ Meetings held on the dates indicat-

ed above and in compliance with the associated terms

and conditions, the Board of Directors approved – at

its meetings of September 19, 2019, July 29, 2020 June

17, 2021, June 16, 2022, October 5, 2023 and July 25,

2024 – the launch of share buyback programs to serve

23. Shares purchased in the period between September 23 and December 2, 2019, equal to about 0.015% of share capital.

24. Shares purchased in the period between September 3 and October 28, 2020, equal to about 0.017% of share capital.

25. Shares purchased in the period between June 18 and July 21, 2021, equal to about 0.016% of share capital.

26. Shares purchased in the period between June 17 and July 20, 2022, equal to about 0.026% of share capital.

27. Shares purchased in the period between October 16, 2023 and January 18, 2024, equal to about 0.041% of share capital.

28. Shares purchased in the period between September 16 and November 8, 2024, equal to about 0.028% of share capital.

the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan,

the 2022 LTI Plan, the 2023 LTI Plan and the 2024 LTI

Plan, respectively. The number of Shares whose pur-

chase was authorized by the Board of Directors for

each Plan, the actual number of Shares purchased, the

associated weighted average price and total value are

shown below.

Purchases authorized

by the Board of Directors Actual purchases

Number of shares Number of shares

Weighted average price

(euros per share) Total value (euros)

2019 LTI

Plan

No more than 2,500,000

for a maximum amount of

€10,500,000 million

1,549,152

6.7779 10,499,999

2020 LTI

Plan

1,720,000 1,720,000

7.4366 12,790,870

2021 LTI

Plan

1,620,000 1,620,000

7.8737 12,755,459

2022 LTI

Plan

2,700,000 2,700,000

5.1951 14,026,715

2023 LTI

Plan

4,200,000 4,200,000

6.3145 26,520,849

2024 LTI

Plan

2,900,000 2,900,000

7.0210 20,360,977

As a result of the purchases made to support the Plans

and the award of a total 2,609,482 shares in Septem-

ber 2022, 2023 and 2024 to the beneficiaries of the

2019, 2020 and 2021 LTI Plans, in accordance with the

Plan rules, at December 31, 2024 Enel holds a total of

12,079,670 treasury shares, equal to about 0.1188% of

share capital.

The following information concerns the equity instru-

ments granted in 2019, 2020, 2021, 2022, 2023 and

2024.

Notes to the separate financial statements

143

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

2024 2023

Number of

shares granted at

the grant date

Fair value per

share at the

grant date

Number of shares

potentially available

for award

Number of

shares awarded

Number of shares

potentially available

for award

Number of

shares awarded

2019 LTI Plan 1,538,547 6.983 0 0 0 956,562

2020 LTI Plan 1,638,775 7.380 0 708,456

728,265 312,127

2021 LTI Plan 1,577,773 7.0010 443,608 196,980

1,375,671 -

2022 LTI Plan 2,398,143 4.8495 1,858,051 - 2,023,677 -

2023 LTI Plan 4,040,820 5.5540 3,804,244 - 4,040,820 -

2024 LTI Plan 2 , 877,7 14 6.9730 2 , 877,7 14 - - -

29. The table shows the number of Shares awarded on September 5, 2023, to the beneficiaries of the 2019 LTI Plan which make up the remaining

portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

30. The table shows the number of Shares awarded on September 5, 2024, to the beneficiaries of the 2020 LTI Plan which make up the remaining

portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

31. The table shows the number of Shares awarded on September 5, 2023, to the beneficiaries of the 2020 LTI Plan which make up the remaining

portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

The remaining portion of the equity component of the bonus, in accordance with the terms and procedures of the rules of the 2020 LTI Plan,

was paid on September 5, 2024.

32. The table shows the number of Shares awarded on September 5, 2024, to the beneficiaries of the 2021 LTI Plan which make up the remaining

portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the

Plan. Disbursement of the remaining portion of the equity component of the bonus is deferred to 2025, in accordance with the terms and

procedures of the rules of the 2021 LTI Plan.

33. For the 2019 LTI Plan, the grant date is November 12, 2019, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2019 LTI Plan to the beneficiaries.

For the 2020 LTI Plan, the grant date is September 17, 2020, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2020 LTI Plan to the beneficiaries.

For the 2021 LTI Plan, the grant date is September 16, 2021, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2021 LTI Plan to the beneficiaries.

For the 2022 LTI Plan, the grant date is September 21, 2022, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2022 LTI Plan to the beneficiaries.

For the 2023 LTI Plan, the grant date is October 5, 2023, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2023 LTI Plan to the beneficiaries.

For the 2024 LTI Plan, the grant date is September 19, 2024, i.e. the date of the meeting of the Board of Directors that approved the procedures

and timing of the grant of the 2024 LTI Plan to the beneficiaries.

The fair value of those equity instruments is measured

on the basis of the market price of Enel Shares at the

grant date.

The cost of the equity component is determined on

the basis of the fair value of the equity instruments

granted and is recognized over the duration of the

vesting period through an equity reserve.

The total costs recognized by the Group through prof-

it or loss amounted to €10 million in 2024 (€6 million

in 2023).

There have been no terminations or amendments in-

volving the approved Plans.

36. Related parties

Related parties have been identified on the basis of

the provisions of the IFRS and the applicable CONSOB

measures.

The transactions Enel SpA entered into with its sub-

sidiaries mainly involved the provision of services, the

sourcing and employment of financial resources, in-

surance coverage, human resource management and

organization, legal and corporate services, and the

planning and coordination of tax and administrative

activities.

All the transactions are part of routine operations, are

carried out in the interest of the Company and are set-

tled on an arm’s length basis, i.e. on the same market

terms as agreements entered into between two inde-

pendent parties.

Finally, the Enel Group’s corporate governance

rules, which are discussed in greater detail in the

Report on Corporate Governance and Ownership

Structure available on the Company’s website

(www.enel.com), establish conditions for ensur-

Notes to the separate financial statements

144

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

ing that transactions with related parties are per-

formed with transparency and procedural and sub-

stantive propriety.

The disclosures on the remuneration of members of

the Board of Directors, members of the Board of Stat-

utory Auditors, the General Manager and key manage-

ment personnel required under IAS 24 are provided in

the tables below.

Millions of euro

2024 2023 Change

Remuneration of members of the Board of Directors,

Board of Statutory Auditors and General Manager

Short-term benefits 5 5 - -

Termination benefit - 5 (5) -

Share-based payments 1 1 - -

Total 6 11 (5) -45.5%

Millions of euro

2024 2023 Change

Remuneration of key management personnel

Short-term benefits 7 8 (1) -12.5%

Termination benefit - 4 (4) -

Share-based payments 1 1 - -

Total 8 13 (5) -38.5%

In November 2010, the Board of Directors of Enel SpA

approved a procedure governing the approval and

execution of transactions with related parties car-

ried out by Enel SpA directly or through subsidiaries

(Enel Procedure for Transactions with Related Par-

ties), most recently updated in June 2021. The pro-

cedure (available at https://www.enel.com/investors/

bylaws-rules-and-policies/transactions-with-relat-

ed-parties/) sets out rules designed to ensure the

transparency and procedural and substantive propri-

ety of transactions with related parties. It was adopted

in implementation of the provisions of Article 2391-bis

of the Italian Civil Code and the implementing regula-

tions issued by CONSOB with Resolution no. 17221 of

March 12, 2010, as amended (“CONSOB Regulation”).

No related-party transactions requiring disclosure

in the financial statements pursuant to the CONSOB

Regulation were carried out in 2024.

The following tables summarize commercial, financial

and other relationships between the Company and re-

lated parties.

Notes to the separate financial statements

145

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Commercial and other transactions

Millions of euro

Costs Revenue

Trade receivables Trade payables Goods Services Goods Services

at Dec. 31,

2024

at Dec. 31,

2024 2024 2024

Subsidiaries, joint ventures and associates

3SUN Srl - 29 - - - -

Agatos Green Power Trino Srl - 1 - - - -

C&C Uno Energy Srl - 1 - - - -

Edistribución Redes Digitales SLU 4 1 - - - 4

e-distribuzione SpA 214 17 - - - 17

E-Solar Srl 1 - - - - -

E-Solar 2 Srl - 1 - - - -

Eletropaulo Metropolitana Eletricidade de São Paulo SA 2 - - - - -

Empresa Distribuidora Sur SA - Edesur 1 - - - - 1

Endesa Energía SAU 2 - - - - -

Endesa Generación SAU 3 - - - - 3

Endesa Medios y Sistemas SLU 1 - - - - 1

Endesa SA 8 - - - - 7

Enel Américas SA 295 1 - - - -

Enel Brasil SA 57 1 - - - 26

Enel Chile SA 41 - - - - 3

Enel Colombia SA ESP 2 - - - - 2

Enel Distribución Chile SA 1 - - - - 1

Enel Energia SpA 8 159 - - - 11

Enel Finance America LLC 9 - - - - -

Enel Generación Chile SA 2 - - - - 2

Enel Global Services Srl 14 49 - 72 - 2

Enel Global Trading SpA 35 5 - - - 4

Enel Green Power Chile SA 2 - - - - -

Enel Green Power España SLU 2 - - - - 2

Enel Green Power Italia Srl 176 12 - - - 4

Enel Green Power North America Inc. 1 - - - - 2

Enel Green Power SpA 22 8 - 3 - 5

Enel Green Power Sannio Srl - 1 - - - -

Enel Grids Srl 2 9 - 7 - 1

Enel Iberia SRLU 301 4 - 3 - -

Enel Innovation Hubs Srl - 4 - 4 - -

Enel Italia SpA 5 190 - 29 - 4

Enel Libra Flexsys Srl 10 - - - - -

Enel North America Inc. 4 1 - - - 4

Enel Produzione SpA 115 42 - - - 4

Enel Reinsurance - Compagnia di riassicurazione SpA 20 - - - - 1

Enel Services México SA de Cv 1 - - - - 1

Enel Sole Srl (1) 3 - - - -

Enel Trading Argentina Srl 1 - - - - (1)

Enel X Advisory Services Srl - 2 - - - -

Enel X Italia Srl - 17 - - - -

Enel X North America Inc. 2 - - - - -

Notes to the separate financial statements

146

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro

Costs Revenue

Trade receivables Trade payables Goods Services Goods Services

at Dec. 31,

2024

at Dec. 31,

2024 2024 2024

Subsidiaries, joint ventures and associates

Enel X Srl 6 12 - 2 - 5

Enel X Way Srl - 6 - - - -

Enel X Way Italia Srl 2 16 - - - -

Gas y Electricidad Generación SAU 2 - - - - -

Ilary Energia Srl 2 3 - - - -

Maicor Wind Srl 2 - - - - -

Principia Energy Generation Single Member SA 6 - - - - -

Potentia Energy Group (Pty) Ltd 1 - - - - -

Servizio Elettrico Nazionale SpA - 44 - - - -

Società Elettrica Trigno Srl - 1 - - - -

Unión Eléctrica de Canarias Generación SAU 1 - - - - 1

Vektör Enerjí Üretím Anoním Şírketí 8 - - - - -

Total 1,393 640 - 120 - 117

Other related parties

Enel Cuore Onlus - - - - - 1

Fondazione Centro Studi Enel 4 - - - - 1

FONDENEL - - - 2 - -

FOPEN - 1 - 2 - -

Total 4 1 - 4 - 2

TOTAL 1,397 641 - 124 - 119

Millions of euro

Costs Revenue

Trade receivables Trade payables Goods Services Goods Services

at Dec. 31,

2023

at Dec. 31,

2023 2023 2023

Subsidiaries, joint ventures and associates

3SUN Srl - 24 - - - -

Agatos Green Power Trino Srl - 1 - - - 1

C&C Uno Energy Srl 1 - - - - -

Edistribución Redes Digitales SLU 5 1 - - - 3

e-distribuzione SpA 64 118 - - - 23

E-Solar Srl - 2 - - - -

Eletropaulo Metropolitana Eletricidade de São Paulo SA 2 - - - - -

Empresa Distribuidora Sur SA - Edesur - - - - - (1)

Endesa Energía SAU 2 - - - - 2

Endesa Generación SAU 3 - - - - 2

Endesa Medios y Sistemas SLU 1 - - - - (1)

Endesa SA 8 - - - - 6

Endesa X Servicios SLU 1 - - - - -

Enel Américas SA 90 1 - - - 3

Enel Brasil SA 32 1 - 1 - 24

Enel Chile SA 33 - - - - 3

Enel Colombia SA ESP 2 - - - - 2

Enel Distribución Chile SA 2 - - - - 2

Notes to the separate financial statements

147

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro

Costs Revenue

Trade receivables Trade payables Goods Services Goods Services

at Dec. 31,

2023

at Dec. 31,

2023 2023 2023

Subsidiaries, joint ventures and associates

Enel Distribución Perú SAA 3 - - - - 2

Enel Energia SpA 749 72 - - - 4

Enel Finance America LLC 6 - - - - -

Enel Finance International NV - - - - - 2

Enel Generación Chile SA 2 - - - - 2

Enel Generación Perú SAA 2 - - - - 1

Enel Global Services Srl 13 68 - 77 - 1

Enel Global Trading SpA 360 16 - - - 3

Enel Green Power Chile SA 3 - - - - 1

Enel Green Power España SLU 1 - - - - -

Enel Green Power Hellas SA 6 - - - - -

Enel Green Power Italia Srl 2 53 - - - 1

Enel Green Power North America Inc. 2 - - - - 2

Enel Green Power Rus LLC 1 - - - - -

Enel Green Power SpA 3 36 - 4 - 4

Enel Green Power Sannio Srl - 1 - - - -

Enel Grids Srl 1 41 - 7 - 1

Enel Iberia SRLU 300 5 - 4 - -

Enel Innovation Hubs Srl - 5 - 5 - -

Enel Italia SpA 2 131 - 27 - 1

Enel North America Inc. 2 1 - - - 4

Enel Produzione SpA 26 208 - - - 8

Enel Romania SA - - - 1 - 1

Enel Sole Srl - 2 - - - -

Enel Trading Argentina Srl 2 - - - - 1

Enel X Italia Srl 20 1 - - - -

Enel X International Srl - 9 - - - -

Enel X North America Inc. 2 - - - - 1

Enel X Srl 2 14 - - - 1

Enel X Way Srl 2 11 - - - 2

Enel X Way Italia Srl - 13 - - - -

Gas y Electricidad Generación SAU 2 - - - - -

Gridspertise Srl 1 1 - - - -

Maicor Wind Srl - 9 - - 1 -

Servizio Elettrico Nazionale SpA 9 74 - - 2 1

Società Elettrica Trigno Srl - 1 - - 3 -

Unión Eléctrica de Canarias Generación SAU 1 1 - - - 1

Vektör Enerjí Üretím Anoním Şírketí 8 - - - - -

Total 1,779 921 - 126 - 114

Other related parties

Enel Cuore Onlus 1 - - - - 2

Fondazione Centro Studi Enel 3 - - - - -

Total 4 - - - - 2

TOTAL 1,783 921 - 126 - 116

Notes to the separate financial statements

148

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Financial transactions

Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2024 2024

Subsidiaries, joint ventures and associates

Concert Srl - 3 - - - -

e-distribuzione SpA - - 2,001 - 8 -

Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 294 - 1 -

Enel Américas SA - - - - - 399

Enel Brasil SA 3 - 679 - 11 -

Enel Chile SA - - 860 - 1 216

Enel Colombia SA ESP - - 33 - - -

Enel Costa Rica CAM SA - - 8 - - -

Enel Energia SpA - - 454 - 3 -

Enel Finance America LLC - - 2,722 - 3 -

Enel Finance International NV - 19,327 52,298 522 67 1,075

Enel Generación Perú SAA - - - - 3 -

Enel Global Services Srl 126 1 24 3 9 -

Enel Global Trading SpA 4 1,045 1,973 248 105 1,103

Enel Green Power Chile SA - - 83 - 1 -

Enel Green Power Development Srl - 1 - - - -

Enel Green Power Hellas SA - - - - - -

Enel Green Power Italia Srl - - 276 - 1 -

Enel Green Power Matimba Newco 1 Srl - - - - - -

Enel Green Power México S de RL de Cv 20 - 764 - 12 -

Enel Green Power Partecipazioni Speciali Srl - 3 - - - -

Enel Green Power Perú SAC - - - - - -

Enel Green Power Solar Ngonye SpA - 1 - - - -

Enel Green Power South Africa (Pty) Ltd 57 - 266 - 7 -

Enel Green Power SpA 108 4 776 8 10 166

Enel Grids Srl 167 - 25 - 7 -

Enel Holding Finance Srl - 1 - - - 3,225

Enel Iberia SRLU - - - - - 375

Enel Innovation Hubs Srl - 4 1 - - -

Enel Italia SpA 183 47 6,656 46 252 -

Enel North America Inc. 77 - 16,728 - 35 -

Enel Produzione SpA - - 277 - 6 -

Enel Reinsurance - Compagnia di riassicurazione SpA - 363 414 13 - -

Enel Sole Srl - - 129 - 1 -

Enel X Advisory Services Srl 72 - - - 4 -

Enel X Australia (Pty) Ltd - - 11 - - -

Enel X International Srl 12 - - - 1 -

Enel X Italia Srl - - 1 - - -

Enel X North America Inc. 3 - 71 - 1 -

Enel X Polska Sp. zo o - - 17 - - -

Enel X Srl 939 - 4 - 41 -

Enel X UK Limited - - 16 - - -

Enel X Way Srl 296 - 123 - 11 -

Notes to the separate financial statements

149

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2024 2024

Subsidiaries, joint ventures and associates

Enel X Way Italia Srl 96 - 41 - 5 -

Enelpower Srl - 35 - 1 - 3

EnerNOC Ireland Limited - - 1 - - -

Generadora Montecristo SA - - 1 - - -

Nuove Energie Srl 43 - 86 - 3 -

Potentia Energy Group (Pty) Ltd - - 96 1 2 -

Servizio Elettrico Nazionale SpA - - 1,150 - 4 -

Tynemouth Energy Storage Limited - - - - - -

Total 2,206 20,835 89,359 842 615 6,562

Other related parties

Monte dei Paschi di Siena 1 - - - - -

Total 1 - - - - -

TOTAL 2,207 20,835 89,359 842 615 6,562

Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2023 2023

Subsidiaries, joint ventures and associates

Concert Srl - 4 - - - -

e-distribuzione SpA - - 2,297 - 11 -

Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 190 - 1 -

Enel Américas SA - - - - - 88

Enel Brasil SA 145 - 1,249 - 21 -

Enel Chile SA - - 470 - 1 285

Enel Colombia SA ESP - - 31 - - -

Enel Costa Rica CAM SA - - 8 - - -

Enel Energia SpA - - 456 - 1 -

Enel Energie SA - - - - 1 -

Enel Finance America LLC - - 3,494 - 3 -

Enel Finance International NV - 19,777 52,691 434 66 -

Enel Generación Perú SAA 2 2 325 3 2 -

Enel Global Services Srl 114 2 14 2 10 -

Enel Global Trading SpA 63 2,703 2,231 239 276 -

Enel Green Power Australia (Pty) Ltd 1 - 118 3 3 -

Enel Green Power Chile SA - - 78 - 1 -

Enel Green Power Hellas SA - - 40 - 6 -

Enel Green Power India Private Limited - - - - - -

Enel Green Power Italia Srl - - 317 - 1 -

Enel Green Power México S de RL de Cv 8 - 716 - 11 -

Enel Green Power Perú SAC - - - 1 3 -

Enel Green Power South Africa (Pty) Ltd 51 - 292 - 6 -

Enel Green Power SpA - 157 987 8 45 -

Enel Grids Srl 173 - 23 - 7 267

Enel Holding Finance Srl - 1 - - - -

Notes to the separate financial statements

150

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2023 2023

Subsidiaries, joint ventures and associates

Enel Iberia SRLU - - - - - 1,415

Enel Innovation Hubs Srl - 3 1 - - -

Enel Insurance NV - 350 282 6 - -

Enel Investment Holding BV - 1 - - - -

Enel Italia SpA 4,198 66 7, 13 5 93 235 2, 214

Enel North America Inc. 38 - 17, 14 5 - 35 -

Enel Panamá CAM Srl - - 9 - - -

Enel Produzione SpA - - 1,087 - 7 -

Enel Sole Srl - - 187 - 1 -

Enel X Advisory Services Srl 84 - - - 3 -

Enel X Australia (Pty) Ltd - - 5 - - -

Enel X International Srl 31 - - - 1 -

Enel X Italia Srl - - 14 - - -

Enel X North America Inc. 2 - 109 - 1 -

Enel X Polska Sp. zo o - - 16 - - -

Enel X Srl 839 - 4 - 34 -

Enel X UK Limited - - 20 - - -

Enel X Way Srl 192 - 122 - 7 -

Enel X Way Italia Srl 47 - 49 - 1 -

Enelpower Srl - 36 - 1 - -

EnerNOC Ireland Limited - - 1 - - -

Generadora Montecristo SA - - 4 - - -

Gridspertise Srl - - - 1 - -

Nuove Energie Srl 36 - 85 - 3 -

Servizio Elettrico Nazionale SpA - - 1,166 - 4 -

Total 6,024 23,102 93,468 791 808 4,269

The impact of transactions with related parties on the statement of financial position, income statement and

statement of cash flows is reported in the following tables.

Notes to the separate financial statements

151

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Impact on the statement of financial position

Millions of euro Total Related parties % of total Total Related parties % of total

at Dec. 31, 2024 at Dec. 31, 2023

Assets

Derivatives - non-current 179 39 21.8% 261 18 6.7%

Other non-current assets 68 56 82.4% 73 64 87.8%

Trade receivables 197 196 - 167 167 -

Derivatives - current 107 3 2.8% 76 56 73.5%

Other current financial assets 2,678 2,165 80.8% 6,483 5,952 91.8%

Other current assets 1,181 1,145 97. 0 % 1,581 1,552 98.2%

Liabilities

Long-term borrowings 17,3 4 5 14,142 81.5% 17,855 14, 274 79.9%

Derivatives - non-current 581 91 15.7% 620 104 16.8%

Other non-current liabilities 17 9 52.9% 20 9 45.0%

Short-term borrowings 6,410 6,306 98.4% 8,632 8,461 98.0%

Current portion of long-term

borrowings

567 132 23.3% 1,179 132 11.2%

Trade payables 132 81 61.4% 135 87 64.4%

Derivatives - current 102 66 64.7% 106 20 18.9%

Other current financial liabilities 178 98 55.1% 226 111 49.1%

Other current liabilities 3,508 551 15.7% 4,395 825 18.8%

Impact on the income statement

Millions of euro Total Related parties % of total Total Related parties % of total

2024 2023

Revenue 121 119 98.3% 163 119 73.0%

Services and rentals and leases 177 124 70.1% 202 126 62.4%

Income from equity investments 6,563 6,562 - 4,269 4,269 -

Financial income from derivatives 550 151 27.5% 907 421 46.4%

Other financial income 548 464 84.7% 481 387 80.5%

Financial expense from derivatives 454 247 54.4% 869 342 39.4%

Other financial expense 952 595 62.5% 952 449 47. 2 %

Impact on cash flows

Millions of euro Total Related parties % of total Total Related parties % of total

2024 2023

Cash flows from/(used in)

operating activities

5,690 295 5.2% 4,277 (1,147) -26.8%

Cash flows used in investing activities (1,085) (1,051) 96.9% (1,007) (960) 95.3%

Cash flows from/(used in)

financing activities

(3,606) 2,986 -82.8% (7,016) (4,139) 59.0%

Notes to the separate financial statements

152

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

37. Government grants – Disclosure pursuant to Article 1, paragraphs 125-129,

of Law 124/2017

Pursuant to Article 1, paragraphs 125-129, of Law

124/2017 as amended, the following provides infor-

mation on grants received from Italian public agen-

cies and bodies, as well as donations by Enel SpA to

companies, individuals and public and private en-

tities. The disclosure comprises: (i) grants received

from Italian public entities/State entities; and (ii) do-

nations made by Enel SpA to public or private parties

resident or established in Italy.

The following disclosure includes payments in ex-

cess of €10,000 made by the same grantor/donor

during 2023, even if made through multiple finan-

cial transactions. They are recognized on a cash

basis.

Pursuant to the provisions of Article 3-quater of De-

cree Law 135 of December 14, 2018, ratified with Law

12 of February 11, 2019, for grants received, please

refer to the information contained in the National

234 of December 24, 2012.

As far as donations made are concerned, the materi-

al cases are listed below.

Euro

Beneficiary Amount Description of donation

MAXXI 600,000 Grant to promote art, research and innovation in the artistic field

Total 600,000

38. Contractual commitments and guarantees

Millions of euro

at Dec. 31, 2024 at Dec. 31, 2023 Change

Sureties and guarantees given:

- subsidiaries 89,363 91,540 (2,177)

- joint ventures, associates and other - 158 (158)

- own interest 13 12 1

- third parties 85 106 (21)

Total 89,461 91,816 (2,355)

Sureties in the interest of the Company essentially

regard a bank surety issued in favor of Banco Cen-

troamericano de Integración Económica (BCIE) in an

amount equivalent to €13 million acquired following

the merger of Enel South America Srl into Enel SpA

in 2017. As this is about to expire, in order to ensure

continuity of coverage, the Company has entered into

a commitment in December to issue a letter of credit

in favor of the same counterparty with a guarantee ef-

fective date of January 1, 2025.

Sureties and guarantees issued on behalf of subsidi-

aries include:

• €50,492 million issued on behalf of Enel Finance In-

ternational NV securing bonds issued in European

and other international markets;

• €18,585 million issued on behalf of various renewa-

ble energy companies for the development of new

projects under the Business Plan;

• €4,850 million issued to the European Investment

Bank (EIB) for loans granted to e-distribuzione SpA,

Enel Produzione SpA, Enel Italia SpA, Enel Green

Power SpA, Enel Chile SA, Enel Green Power Italia

Srl, Eletropaulo Metropolitana Eletricidade de São

Paulo SA, Enel Sole Srl, Enel X Way Srl and Enel X

Way Italia Srl;

• €2,722 million issued on behalf of the US company

Enel Finance America LLC, to back the euro com-

mercial paper and bond issue programs on the

North American market and the credit line granted

by EKF (Denmark’s Export Credit Agency) to support

the Group’s sustainable investments;

• €1,806 million issued on behalf of Enel Finance In-

ternational NV to back the euro commercial paper

program;

• €1,150 million issued by Enel SpA to the Single

Buyer on behalf of Servizio Elettrico Nazionale for

Notes to the separate financial statements

153

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

obligations under the electricity purchase con-

tract;

• €985 million as counter-guarantees in favor of the

banks that guaranteed the Energy Markets Opera-

tor on behalf of Enel Global Trading SpA and Enel

Produzione SpA;

• €885 million issued to Terna on behalf of e-distribu-

zione SpA, Enel Global Trading SpA, Enel Produzione

SpA, Enel X Italia Srl, Enel Green Power Italia Srl, Enel

Energia SpA and Enel Green Power SpA, in respect of

agreements for electricity transmission services;

• €780 million issued to INPS on behalf of various

Group companies whose employees elected to par-

ticipate in the structural staff reduction plan (Article

4 of Law 92/2012);

• €375 million in favor of Cassa Depositi e Prestiti

issued on behalf of e-distribuzione SpA, which re-

ceived the Enel Grid Efficiency II loan;

• €489 million issued to Snam Rete Gas on behalf of

Enel Global Trading SpA, Enel X Italia Srl, Enel Pro-

duzione SpA and Nuove Energie Srl for gas transport

capacity;

• €50 million issued to RWE Supply & Trading GmbH

on behalf of Enel Global Trading SpA for electricity

purchases;

• €50 million issued to E.ON Energy Trading on behalf

of Enel Global Trading SpA for trading on the elec-

tricity market;

• €46 million issued on behalf of Enel Italia SpA to Ex-

celsia Nove for the performance of obligations un-

der rental contracts;

• €6,098 million issued to various beneficiaries as part

of financial support activities by the Parent on behalf

of subsidiaries.

Compared with December 31, 2023, the decrease

in other sureties and guarantees issued on behalf of

subsidiaries is mainly attributable to the disposals of

interests held in renewable companies. The decrease

also reflects the repayment of bonds with the aim of

strengthening the Group’s capital structure, in line with

the financial strategy of the 2025-2027 Strategic Plan.

Sureties and guarantees issued on behalf of joint ven-

tures, associates and other companies decreased by

€158 million; at December 31, 2023 the item included

guarantees issued on behalf of Enel Green Power Aus-

tralia (€118 million) and Enel Green Power Hellas (€40

million) prior to the sale of 50% of the investments

during the year.

Sureties and guarantees issued on behalf of third par-

ties, in the amount of €85 million, regard guarantees

issued to various beneficiaries and are connected with

the sale to the Greek company Public Power Corpo-

ration SA of equity interests held by the Enel Group in

Romania, completed in October 2023.

In its capacity as the Parent, Enel SpA has also granted

letters of patronage to a number of Group companies,

essentially for assignments of receivables.

39. Contingent assets and liabilities

BEG litigation - Italy, France,

Luxembourg

Following an arbitration proceeding initiated by BEG

SpA (BEG) in Italy, Enelpower SpA (Enelpower) ob-

tained a ruling in its favor in 2002, which was upheld

by the Court of Cassation in 2010, which entirely re-

jected the petition for damages with regard to alleged

breach by Enelpower of an agreement concerning

the assessment of the possible construction of a hy-

droelectric power station in Albania. Subsequently,

BEG, acting through its subsidiary Albania BEG Am-

bient, filed suit against Enelpower and Enel SpA (Enel)

in Albania concerning the matter, obtaining a ruling

from the District Court of Tirana on March 24, 2009,

upheld by the Albanian Court of Cassation, ordering

Enelpower and Enel to pay tortious damages of about

€25 million for 2004 as well as an unspecified amount

of tortious damages for subsequent years. Following

the ruling, Albania BEG Ambient demanded payment

of more than €430 million.

In November 2016, Enel and Enelpower filed a petition

with the Albanian Court of Cassation, asking for the

ruling issued by the District Court of Tirana on March

24, 2009 to be voided. At the hearing of November 6,

2024 the Court rejected the petition.

With a ruling of the Court of Appeal of Rome of March

7, 2022, the further proceedings undertaken by Enel

and Enelpower before the Court of Rome were con-

cluded, having sought recognition of BEG’s liability for

having circumvented the arbitration award rendered

in Italy in favor of Enelpower through the aforemen-

tioned initiatives undertaken by the subsidiary ABA.

With the ruling, the Court of Appeal of Rome upheld

the ruling of first instance rendered by the Court of

Rome on June 16, 2015, which had denied the petition

in the proceeding.

On May 20, 2021, the European Court of Human Rights

(ECHR) issued a ruling with which it decided the appeal

Notes to the separate financial statements

154

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

brought by BEG against the Italian State for violation

of Article 6.1 of the European Convention on Human

Rights. With this decision, the Court denied BEG’s re-

quest to reopen the above arbitration proceedings,

and also rejected BEG’s claim for pecuniary damages

amounting to about €1.2 billion due to the absence

of a causal link with the disputed conduct, granting it

€15,000 in non-pecuniary damages.

Nonetheless, on December 29, 2021, BEG, with an ac-

tion that the company and its legal counsel deemed

unfounded and specious, also decided to sue the Italian

State before the Court of Milan, to demand, as a conse-

quence of the ECHR ruling, damages for tortious liability

in an amount of about €1.8 billion. In this case, BEG also

involved Enel and Enelpower by way of a claim of joint

and several liability. With an order of June 14, 2022, the

Court of Milan, in accepting the objection of territorial

incompetence raised by the State Attorney, declared its

incompetence to hear the dispute in favor of the Court

of Rome, the court exclusively competent to hear the

causes in which the Italian State is involved, ordering

BEG to pay the costs of the proceedings in favor of the

defendants. BEG did not resume the judgment before

the Court of Rome within the legal term of 14 October

2022 and therefore the proceeding was extinguished.

A short time later, on November 3, 2022, BEG resub-

mitted the same claims for damages of the terminat-

ed proceeding, serving a new writ of summons before

the Court of Milan against the same defendants, with

the exception of the Italian State, which BEG declared

not to wishing to agree to this judgement. Enel and

Enelpower are preparing their defenses to proceed

with the appearance in court in order to contest the

claim, which is considered entirely specious and un-

founded, like the previous similar initiative. Following

the hearing for admission of evidence, the Court is-

sued an order on October 26, 2023 denying the pre-

liminary requests of the plaintiff and, considering the

case ready for decision, scheduled final arguments for

October 17, 2024, when the parties exchanged their fi-

nal arguments. We are awaiting a decision.

Proceedings undertaken by Albania BEG

Ambient Shpk (ABA) to obtain enforcement

of the ruling of the District Court of Tirana

of March 24, 2009

Italy

With an appeal notified on September 11, 2023, Al-

bania BEG Ambient Shpk (ABA) initiated a proceed-

ing before the Court of Appeal of Rome against Enel

SpA and Enelpower Srl, in order to obtain, pursuant to

Article 67 of Law 218/1995, enforcement of the rul-

ing of the Court of Tirana of March 24, 2009. The two

companies are preparing their defense to contest the

claim for execution in Italy as well. Following the initial

hearing, the Court of Appeal adjourned the proceed-

ing until September 18, 2025 for oral arguments.

France

In 2012, ABA filed suit against Enel and Enelpower with

the Tribunal de Grande Instance in Paris in order to ren-

der the ruling of the Albanian court enforceable in France.

On January 29, 2018, the Tribunal de Grande Instance

rejected ABA’s claim. Among other issues, the Tribunal

de Grande Instance ruled that: (i) the Albanian ruling

conflicted with an existing decision (the arbitration

ruling of 2002) and that (ii) the fact that BEG sought to

obtain in Albania what it was not able to obtain in the

Italian arbitration proceeding, resubmitting the same

claim through ABA, represented fraud.

Subsequently, with a ruling of May 4, 2021, the Paris

Court of Appeal denied the appeal by ABA, in full, up-

holding the ruling at first instance and, in particular, fully

upholding the non-compatibility of the Albanian ruling

with the arbitration award of 2002, ordering it to reim-

burse Enel and Enelpower €200,000 each for legal costs.

With a ruling of May 17, 2023 the French Cour de Cas-

sation rejected ABA’s appeal, thereby definitively de-

nying the ABA’s petition for execution.

Following the favorable ruling of the Court of Appeal,

Enel initiated a separate proceeding to obtain release

of the precautionary attachments granted to ABA of

any receivables of Enel in respect of Enel France. With

an order of June 16, 2022, the Court of Paris ordered

the release of the precautionary attachments while also

ordering ABA to pay Enel a total of about €146,000 in

damages and legal costs. ABA challenged the afore-

mentioned release order and the appeal was granted

by the Paris Court of Appeal with a decision of May 17,

2023. On June 16, 2023 Enel filed a petition and on De-

cember 15, 2023 formally appealed that ruling before

the French Cour de Cassation. On April 18, 2024, ABA

appeared in court, communicating the release of the

precautionary attachments and requesting the Cour

de Cassation to terminate the proceedings due to the

cessation of the subject matter of the dispute. Enel op-

posed the request for termination of the proceedings;

the Court’s decision on the matter is pending.

The Netherlands

In 2014, ABA filed suit with the Court of Amsterdam to

render the ruling of the Albanian court enforceable in

the Netherlands.

Notes to the separate financial statements

155

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Following an initial ruling of June 29, 2016, in favor of

ABA, in a ruling of July 17, 2018, the Amsterdam Court

of Appeal upheld the appeal advanced by Enel and

Enelpower, ruling that the Albanian judgment cannot

be recognized and enforced in the Netherlands, as it

was arbitrary and manifestly unreasonable and there-

fore contrary to Dutch public order. Subsequently, the

proceeding before the Court of Appeal continued with

regard to the subordinate question raised by ABA with

which it asked the Dutch court to rule on the merits

of the dispute in Albania and in particular the alleged

tortious liability of Enel and Enelpower in the failure

to build the power plant in Albania. On December 3,

2019, the Amsterdam Court of Appeal issued a defini-

tive ruling in which it rejected any claim made by ABA,

thereby confirming the denial of recognition and en-

forcement of the Albanian ruling in the Netherlands.

Moreover, having re-analyzed the merits of the case

under Albanian law, the Court found no tortious liability

on the part of Enel and Enelpower and ordered ABA

to reimburse the companies for the losses incurred in

illegitimate conservative seizures, to be quantified as

part of a specific procedure, and the costs of the trial

and appeal proceedings.

On July 16, 2021 the Supreme Court completely reject-

ed ABA’s appeals, ordering it to reimburse court costs.

Luxembourg

In Luxembourg, again at the initiative of ABA, J.P. Mor-

gan Bank Luxembourg SA was also served with an

order for a number of precautionary seizures of any

receivables of both Enel Group companies in respect

of the bank. In parallel ABA filed a claim to obtain en-

forcement of the ruling of the Court of Tirana in Lux-

embourg.

Owing to a number of procedural delays, the proceed-

ing is still in the initial stages and no ruling has been

issued. In particular, after several legal representatives

appointed by ABA withdrew from the cause, on Sep-

tember 2023 the court suspended the proceeding.

United States and Ireland

In 2014, ABA had initiated two proceedings requesting

execution of the Albanian sentence before the courts

of the State of New York and Ireland, which both ruled

in favor of Enel and Enelpower, respectively, on Febru-

ary 23 and February 26, 2018. Accordingly, there are

no lawsuits pending in Ireland or New York State.

Kino arbitration – Mexico

On September 16, 2020, Kino Contractor SA de Cv

(Kino Contractor), Kino Facilities Manager SA de Cv

(Kino Facilities) and Enel SpA (Enel) were notified of a

request for arbitration filed by Parque Solar Don José

SA de Cv, Villanueva Solar SA de Cv and Parque Solar

Villanueva Tres SA de Cv (together, “Project Compa-

nies”) in which the Project Companies alleged the vio-

lation (i) by Kino Contractor of certain provisions of the

EPC Contract and (ii) by Kino Facilities of certain provi-

sions of the Asset Management Agreement, both con-

tracts concerning solar projects owned by the three

companies filing for arbitration. Enel – which is the

guarantor of the obligations assumed by Kino Con-

tractor and Kino Facilities under the above contracts

– has also been called into the arbitration proceeding,

but no specific claims have been filed against it for the

moment. The Project Companies, in which Enel Green

Power SpA is a non-controlling shareholder, are con-

trolled by CDPQ Infraestructura Participación SA de Cv

(which is controlled by Caisse de Dépôt et Placement

du Québec) and CKD Infraestructura México SA de Cv.

On August 4, 2023, the arbitration ruling was noti-

fied. The arbitration board declared that it did not

have jurisdiction against Enel SpA and, in partially

granting the claim of the Project Companies, ordered

Kino Contractor and Kino Facilities (now Enel Servic-

es Mexico SA de Cv - Enel Services) to pay penalties

totaling about $77 million, plus interest at an annual

rate of 6%. Subsequently, Kino Contractor and Enel

Services filed a petition requesting correction of the

arbitration award, which was partially granted and, on

December 13, 2023, they filed a petition to void the

award before the Mexican courts. Subsequently, the

Project Companies have requested the recognition

and enforcement of the arbitration award. The pro-

ceeding is pending.

In December 2023, the Project Companies filed a suit

before the Supreme Court of the State of New York

against Enel, in its capacity as guarantor of the obli-

gations assumed by Kino Contractor, to request pay-

ment due by the latter under the provisions of the

arbitration award. This proceeding concluded with a

favorable decision on December 3, 2024, which fully

recognized Enel’s defenses. On December 17, 2024,

the Project Companies filed an appeal and Enel, on

December 24, 2024, filed a conditional cross appeal.

The proceeding is pending.

Notes to the separate financial statements

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

40. Future accounting standards

The following provides a list of accounting standards,

amendments and interpretations that will take effect

for the Company after December 31, 2024.

• “IFRS 18 – Presentation and Disclosure in Financial

Statements”, issued in April 2024. The new standard,

regarding the presentation and disclosure in the fi-

nancial statements, will replace “IAS 1 – Presentation

of Financial Statements”, introducing new require-

ments in order to provide users with more relevant

and transparent information, focusing on updates

relating to the income statement. In detail, the key

concepts introduced by IFRS 18 are related to:

• the structure of the income statement, requiring

new and specific subtotals;

• the requirement to determine the most functional

grouping for the presentation of expenses in the

income statement;

• the presentation in a single note within the fi-

nancial statements of disclosure on the man-

agement-defined performance measures, corre-

sponding to subtotals of revenue and costs used

in public communications reported outside the

financial statements; and

• improved principles of aggregation and disaggre-

gation of information.

The standard is effective, subject to endorsement,

retrospectively for annual periods beginning on or

after January 1, 2027. Earlier application is permit-

ted.

• “IFRS 19 – Subsidiaries without Public Accountabili-

ty: Disclosures”, issued in May 2024. The new volun-

tary standard allows eligible subsidiaries to apply re-

duced disclosures. Subsidiaries are eligible to apply

the standard if:

• they do not have public accountability; and

• its ultimate or intermediate parent prepares con-

solidated financial statements available for public

use that comply with IFRS Accounting Standards.

The standard applies, subject to endorsement, for

annual periods beginning on or after January 1, 2027.

Earlier application is permitted.

• “Amendments to IFRS 10 and IAS 28 – Sale or Con-

tribution of Assets between an Investor and its As-

sociate or Joint Venture”, issued in September 2014.

The amendments clarify the accounting treatment

for sales or contribution of assets between an inves-

tor and its associates or joint ventures. They confirm

that the accounting treatment depends on wheth-

er the assets sold or contributed to an associate or

joint venture constitute a “business” (as defined in

IFRS 3). The IASB has deferred the effective date of

these amendments indefinitely.

• “Amendments to IAS 21 – The Effects of Changes

in Foreign Exchange Rates: Lack of Exchangeability”,

issued in August 2023. The amendments require the

application of a consistent approach in determin-

ing whether a currency is exchangeable for another

and, when it is not, in determining the exchange rate

to be used and the disclosure to be provided. The

amendments will take effect for annual periods be-

ginning on or after January 1, 2025.

• “Amendments to IFRS 9 and IFRS 7 – Amendments

to the Classification and Measurement of Financial

Instruments”, issued in May 2024. The amendments

include new requirements intended to:

• clarify the date of recognition and derecogni-

tion of some financial assets and liabilities, with a

new exception for some financial liabilities settled

through an electronic cash transfer system;

• clarify and add further guidance for assessing

whether a financial asset meets the solely pay-

ments of principal and interest (SPPI) criterion;

• add new disclosures for certain instruments with

contractual terms that can change cash flows

(such as some instruments with features linked to

the achievement of environment, social and gov-

ernance (ESG) targets); and

• update the disclosures for equity instruments

designated at fair value through other compre-

hensive income (FVOCI).

The amendments will apply, subject to endorse-

ment, for annual periods beginning on or after Jan-

uary 1, 2026.

• “Annual Improvements Volume 11”, issued in July

2024. The document contains formal amendments

and clarification for existing standards. In detail, the

following standards have been modified:

• “IAS 7 - Cost method”; the amendment eliminates

the term “cost method”, no longer defined in IFRS

accounting principles;

• “IFRS 9 - Lessee derecognition of lease liabili-

ties”; the amendment addresses a potential lack

of clarity regarding how a lessee accounts for the

derecognition of a lease liability by clarifying that

any resulting gain or loss should be recognized in

profit or loss;

• “IFRS 9 - Transaction price”; the amendment re-

moves the reference in Appendix A of IFRS 9 to the

definition of “transaction price” in IFRS 15, since

the term is used in a number of paragraphs of IFRS

Notes to the separate financial statements

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

9 with a meaning that is not necessarily consistent

with the definition of that term in IFRS 15;

• “IFRS 7 - Gain or loss on derecognition”; the

amendment clarifies potential confusion arising

from an obsolete reference to a paragraph that

was removed from the standard when “IFRS 13 -

Fair Value Measurement” was issued;

• “IFRS 7 - Disclosure of deferred difference be-

tween fair value and transaction price”; the

amendment clarifies an inconsistency between

the standard and the related implementation

guidelines, which emerged when an amendment,

consequent to the issuance of IFRS 13, was made

to the standard, but not to the corresponding

paragraph of the implementation guidelines;

• “IFRS 7 - Introduction and credit risk disclosures”;

the amendment addresses potential confusion

by clarifying how to apply the relevant application

guidance and simplifying some explanations;

• “IFRS 10 - Determination of a ‘de facto agent’”; the

amendment clarifies how an investor must deter-

mine whether another person is acting on their

behalf;

• “IFRS 1 – Hedge accounting by a first-time adop-

ter”; the amendment improves consistency be-

tween hedge accounting requirements in IFRS 9

and IFRS 1.

Each amendment applies, subject to endorsement,

for annual periods beginning on or after January 1,

2026. Earlier application is permitted.

• “Amendments to IFRS 9 and IFRS 7 - Contracts

Referencing Nature-dependent Electricity”, is-

sued in December 2024. The amendments aim

to better represent the financial effects arising

from certain contracts for the purchase or sale

of electricity from renewable sources (e.g. wind

and solar). Such contracts involve exposure to the

volatility of the underlying quantity of electricity

because the source of its generation depends on

uncontrollable natural conditions (e.g. weather

conditions). Examples provided include both con-

tracts for the purchase or sale of electricity from

renewable sources, often structured as long-term

agreements (i.e. physical Power Purchase Agree-

ments, PPAs), and financial instruments that refer

to this type of electricity (i.e. Virtual Power Pur-

chase Agreements, VPPAs).

The amendments are as follows:

• the application of the “own use exception” to

physical PPAs is permitted if the company has

been, and plans to be, a net purchaser of elec-

tricity in the contract period (i.e. purchases of re-

newable electricity sufficiently offset any sales of

unused electricity within the same market);

• the application of hedge accounting is per-

mitted to Virtual PPAs (i.e. contracts that do

not provide for the physical delivery of energy

and whose settlement is based on the differ-

ence between the market price of energy and

the strike price provided for in the contract)

or to PPAs for which it is not possible to apply

the own use exemption. In particular, such con-

tracts can be used as hedging instruments for a

variable nominal amount of forecast electricity

transactions, aligned with the variable amount

that is expected to be provided by the genera-

tion plant to which the hedging instrument re-

fers. If the cash flows of the hedging instrument

are conditional on the occurrence of a desig-

nated forecasted transaction, it is assumed that

the transaction is highly probable;

• additional disclosure requirements have been in-

troduced to clarify the effects of such contracts

on cash flows and financial performance. In addi-

tion, specific disclosures are required in the event

of adoption of the own-use exception.

The amendments apply for annual periods begin-

ning on or after January 1, 2026. Earlier application

is permitted.

The Company is assessing the potential impact of the

future application of the new provisions.

Notes to the separate financial statements

158

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

41. Events after the reporting period

Enel places new €2 billion perpetual hybrid

bonds, with an average coupon of 4.375%

and an average cost lower than current

market levels

On January 7, 2025, Enel SpA has successfully launched

on the European market new non-convertible, subor-

dinated perpetual hybrid bonds for institutional inves-

tors, denominated in euros, for an aggregate amount

of €2 billion.

The new issue is structured in the following two se-

ries: a €1,000 million bond with an annual fixed cou-

pon of 4.250% to be paid until (but excluding) the first

reset date of April 14, 2030; a €1,000 million bond with

an annual fixed coupon of 4.500% which will be paid

until (but excluding) the first reset date of January 14,

2033. The issue totaled orders in the amount of about

€6.8 billion; the response from investors allowed the

achievement of an average coupon of 4.375%.

Enel launches a triple-tranche €2 billion

sustainability-linked bond in the Eurobond

market

On February 17, 2025, Enel Finance International NV

launched a sustainability-linked bond for institutional

investors in the Eurobond market of a total €2 billion.

The issue is guaranteed by Enel and envisages the use

of two sustainability Key Performance Indicators for

each tranche, illustrated in the Sustainability-Linked

Financing Framework, last updated in December 2024.

The issue, which has an average duration of approx-

imately six years, has an average coupon lower than

3% and is structured in the following three tranches: (i)

€750 million at a fixed rate of 2.625%, with settlement

date set on February 24, 2025, maturing on February

24, 2028; (ii) €750 million at a fixed rate of 3.000%, with

settlement date set on February 24, 2025, maturing

on February 24, 2031; (iii) €500 million at a fixed rate

of 3.500%, with settlement date set on February 24,

2025, maturing on February 24, 2036.

Enel signs a €12 billion committed

revolving credit line

On February 19, 2025, Enel SpA and its subsidiary

Enel Finance International NV (EFI) signed a commit-

ted, revolving, sustainability-linked credit facility for an

amount of €12 billion and a maturity of five years. The

facility foresees the use of a sustainability Key Perfor-

mance Indicator illustrated in the Sustainability-Linked

Financing Framework linked to the “Percentage of

capex aligned with the EU Taxonomy” in addition to

the achievement of a Sustainability Performance Tar-

get equal to or greater than 80% as of December 31,

2026 for the 2024-2026 period. This facility replaces

the previous credit line that had been signed in March

2021, and subsequently amended, with an overall val-

ue of €13.5 billion.

Notes to the separate financial statements

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

42. Fees of the Audit Firm pursuant to Article 149-duodecies

of the CONSOB Issuers Regulation

Fees pertaining to 2024 paid by Enel SpA and its sub-

sidiaries at December 31, 2024 to the Audit Firm and

entities belonging to its network for services are sum-

marized in the following table, pursuant to the provi-

sions of Article 149-duodecies of the CONSOB Issuers

Regulation.

Type of service Entity providing the service Fees (millions of euro)

Enel SpA

Auditing of which:

- KPMG SpA 0.5

- entities of the KPMG network -

Certification services of which:

- KPMG SpA 1.9

- entities of the KPMG network -

Other services of which:

- KPMG SpA -

- entities of the KPMG network -

Total 2.4

Subsidiaries of Enel SpA

Auditing of which:

- KPMG SpA 5.0

- entities of the KPMG network 6.2

Certification services of which:

- KPMG SpA 1.2

- entities of the KPMG network 2.0

Other services of which:

- KPMG SpA -

- entities of the KPMG network -

Total 14.4

TOTAL 16.8

Declaration in respect of the financial reporting of Enel SpA

160

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Declaration of the Chief Executive Officer and the officer in

charge of financial reporting of Enel SpA at December 31, 2024,

pursuant to the provisions of Article 154-bis, paragraph 5,

of Legislative Decree 58 of February 24, 1998 and Article 81-ter

of CONSOB Regulation no. 11971 of May 14, 1999

1. The undersigned Flavio Cattaneo and Stefano De

Angelis, in their respective capacities as Chief Exec-

utive Officer and officer in charge of financial report-

ing of Enel SpA, hereby certify, taking account of the

provisions of Article 154-bis, paragraphs 3 and 4, of

Legislative Decree 58 of February 24, 1998:

a. the appropriateness with respect to the charac-

teristics of the Company and

b. the effective adoption of the administrative and

accounting procedures for the preparation of

the separate financial statements of Enel SpA in

the period between January 1, 2024 and Decem-

ber 31, 2024.

2. In this regard, we report that:

a. the appropriateness of the administrative and

accounting procedures used in the preparation

of the separate financial statements of Enel SpA

has been verified in an assessment of the inter-

nal control system for financial reporting. The

assessment was carried out on the basis of the

guidelines set out in the “Internal Controls - In-

tegrated Framework” issued by the Committee

of Sponsoring Organizations of the Treadway

Commission (COSO);

b. the assessment of the internal control system

for financial reporting did not identify any mate-

rial issues.

3. In addition, we certify that the separate financial

statements of Enel SpA at December 31, 2024:

a. have been prepared in compliance with the In-

ternational Financial Reporting Standards rec-

ognized in the European Union pursuant to

Regulation (EC) no. 1606/2002 of the European

Parliament and of the Council of July 19, 2002;

b. correspond to the information in the books and

other accounting records;

c. provide a true and fair representation of the fi-

nancial position, financial performance and cash

flows of the issuer.

4. Finally, we certify that the Report on Operations ac-

companying the separate financial statements of

Enel SpA at December 31, 2024, contains a reliable

analysis of operations and performance, as well as

the situation of the issuer, together with a descrip-

tion of the main risks and uncertainties to which it is

exposed.

Rome, March 13, 2025

Flavio Cattaneo Stefano De Angelis

Chief Executive Officer of Enel SpA Officer in charge

of financial reporting of Enel SpA

Declaration in respect of the financial reporting of Enel SpA

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Declaration in respect of the financial reporting of Enel SpA

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

CHAPTER 4

REPORTS

Report of the Board of Statutory Auditors to the Shareholders’ Meeting of Enel SpA

164

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Report of the Board

of Statutory Auditors

to the Shareholders’

Meeting of Enel SpA

(pursuant to Article 153 of Legislative Decree 58/1998)

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS’

MEETING OF ENEL SpA CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR

2024

(pursuant to Article 153 of Legislative Decree 58/1998)

Shareholders,

The current Board of Statutory Auditors of Enel SpA (hereinafter “Enel” or the

“Company”) was appointed by the Shareholders’ Meeting of May 19, 2022.

During the year ended December 31, 2024 we performed the oversight activities

envisaged by law. In particular, pursuant to the provisions of Article 149, paragraph

1, of Legislative Decree 58 of February 24, 1998 (hereinafter the “Consolidated Law

on Financial Intermediation”) and Article 19, paragraph 1 of Legislative Decree 39 of

January 27, 2010 (hereinafter “Decree 39/2010”), we monitored:

- compliance with the law and the corporate bylaws as well as compliance with the

principles of sound administration in the performance of the Company’s business;

- the Company’s financial and non-financial reporting processes and the adequacy of

the administrative and accounting system, as well as the reliability of the latter in

representing operational events;

- the statutory audit of the annual and consolidated accounts, the certification of

compliance of the consolidated Sustainability Statement, and the independence of

the audit firm, also in its capacity as sustainability auditor;

- the adequacy and effectiveness of the internal control and risk management system

regarding both financial and non-financial reporting;

- the adequacy of the organizational structure of the Company, within the scope of

our responsibilities;

- the implementation of the corporate governance rules as provided for by 2020

version of the Italian Corporate Governance Code (hereinafter, the “Corporate

Governance Code”), which the Company has adopted;

- the appropriateness of the instructions given by the Company to its subsidiaries to

enable Enel to meet statutory public disclosure requirements.

In performing our checks and assessments of the above issues, we did not find any

issues that would merit reporting here.

In compliance with the instructions issued by CONSOB with Communication no.

DEM/1025564 of April 6, 2001, as amended, we report the following:

Report of the Board of Statutory Auditors to the Shareholders’ Meeting of Enel SpA

165

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

• we monitored compliance with the law and the bylaws and we have no issues to

report;

• on a quarterly basis, we received adequate information from the Chief Executive

Officer, as well as through our participation in the meetings of the Board of

Directors of Enel, on activities performed, general developments in operations and

the outlook, and on transactions with the most significant impact on performance

or the financial position carried out by the Company and its subsidiaries. The

actions approved and implemented appeared to be in compliance with the law and

the bylaws and were not manifestly imprudent, risky, in potential conflict of interest

or in contrast with the resolutions of the Shareholders’ Meeting or otherwise

prejudicial to the integrity of the Company’s assets. For a discussion of the features

of the most significant transactions, please see the Report on Operations

accompanying the separate financial statements of the Company and the

consolidated financial statements of the Enel Group for 2024 (in the section

“Significant events in 2024”);

• we did not find any atypical or unusual transactions conducted with third parties,

Group companies or other related parties;

• in the section “Related parties” of the notes to the separate financial statements

for 2024 of the Company, the directors describe the main transactions with related-

parties – the latter being identified on the basis of international accounting

standards and the instructions of CONSOB – carried out by the Company, to which

readers may refer for details on the transactions and their financial impact. They

also detail the procedures adopted to ensure that related-party transactions are

carried out in accordance with the principles of transparency and procedural and

substantive fairness. On the basis of our oversight activities, we found that the

transactions were carried out in compliance with the approval and execution

processes set out in the related procedure – adopted in compliance with the

provisions of Article 2391-bis of the Italian Civil Code and the implementing

regulations issued by CONSOB – described in the report on corporate governance

and ownership structure for 2024. All transactions with related parties reported in

the notes to the separate financial statements for 2024 of the Company were

executed as part of ordinary operations in the interest of the Company and settled

on market terms and conditions;

• the Company declares that it has prepared its separate financial statements for

2024 on the basis of international accounting standards (IAS/IFRS) – and the

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interpretations issued by the IFRIC and the SIC – endorsed by the European Union

pursuant to Regulation (EC) no. 1606/2002 and in force at the close of 2024

(hereinafter the “IFRS-EU”), as well as the provisions of Legislative Decree 38 of

February 28, 2005 and its related implementing measures, as it did the previous

year. The Company’s separate financial statements for 2024 have been prepared

on a going-concern basis. The notes to the separate financial statements give

detailed information on the accounting standards and measurement criteria

adopted, accompanied by an indication of the standards applied for the first time

in 2024, which as indicated in the notes did not have a significant impact in the

year under review;

• the separate financial statements for 2024 of the Company underwent the

statutory audit by the audit firm, KPMG SpA which issued an unqualified opinion,

including with regard to the consistency of the Report on Operations and certain

information in the report on corporate governance and ownership structure of the

Company with the financial statements, as well as compliance with the provisions

of law, pursuant to Article 14 of Decree 39/2010 and Article 10 of Regulation (EU)

no. 537/2014. The report of KPMG SpA also includes the declaration provided

pursuant to Article 14, paragraph 2(e-ter), of Decree 39/2010 stating that the

audit firm did not identify any significant errors in the contents of the Report on

Operations;

• the Company declares that it has also prepared the consolidated financial

statements of the Enel Group for 2024 – as in the previous year – on the basis of

international accounting standards (IFRS-EU) and the provisions of Legislative

Decree 38 of February 28, 2005 and its related implementing measures. The 2024

consolidated financial statements of the Enel Group are also prepared on a going-

concern basis. The notes to the consolidated financial statements provide a

detailed discussion of the accounting standards and measurement criteria

adopted, accompanied by an indication of standards applied for the first time in

2024, which did not have a significant impact in the year under review. Note also

that, starting from 2021, in compliance with the provisions of Delegated

Regulation (EU) 2019/815 of December 17, 2018 as amended (the “ESEF

Regulation”), the Company has (i) drawn up its entire Annual Financial Report

(including the separate financial statements and the respective Report on

Operations, the consolidated financial statements and the respective reports on

operations, including the consolidated Sustainability Statement for 2024, and the

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

associated certifications pursuant to Article 154-bis, paragraphs 5 and 5-ter, of

the Consolidated Law on Financial Intermediation) in the single electronic

reporting format XHTML (Extensible Hypertext Markup Language), and (ii) marked

up (with specific tags) the schedules of the consolidated financial statements and

the related explanatory notes using the iXBRL markup language (Inline eXtensible

Business Reporting Language), in accordance with the ESEF taxonomy issued

annually by ESMA, in order to facilitate the accessibility, analysis and comparability

of the annual financial reports;

• the consolidated financial statements for 2024 of the Enel Group underwent

statutory audit by the audit firm KPMG SpA, which issued an unqualified opinion,

pursuant to Article 14 of Decree 39/2010 and Article 10 of Regulation (EU) no.

537/2014. The report of KPMG SpA also includes:

- a discussion of key aspects of the audit report on the consolidated financial

statements; and

- the declarations provided pursuant to Article 14, paragraph 2(e), (e-bis) and

(e-ter), of Decree 39/2010, concerning, respectively, the consistency of the

Report on Operations and certain information in the report on corporate

governance and ownership structure with the consolidated financial statements,

the compliance of the Report on Operations with the provisions of law, as well

as a statement that the audit firm did not identify any significant errors in the

contents of the Report on Operations.

Under the terms of its engagement, KPMG SpA also issued unqualified opinions on

the financial statements for 2024 of the most significant Italian companies of the

Enel Group. Moreover, during periodic meetings with the representatives of the

audit firm, KPMG SpA, the latter did not raise any issues concerning the reporting

packages of the main foreign companies of the Enel Group, selected by the

auditors on the basis of the work plan established for the auditing of the

consolidated financial statements of the Enel Group, that would have a sufficiently

material impact to be reported in the opinion on those financial statements;

• taking due account of the recommendations of the European Securities and Markets

Authority (“ESMA”) issued on January 21, 2013, and most recently supplemented

with the Public Statement of October 24, 2024, to ensure appropriate transparency

concerning the methods used by listed companies in testing goodwill for

impairment, in line with the recommendations contained in the joint Bank of Italy

– CONSOB – ISVAP document no. 4 of March 3, 2010, and in the light of indications

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of CONSOB in its Communication no. 7780 of January 28, 2016, the compliance of

the impairment testing procedure with the provisions of IAS 36 was expressly

approved by the Board of Directors of the Company, having obtained a favorable

opinion in this regard from the Control and Risk Committee in February 2025, i.e.

prior to the date of approval of the financial statements for 2024;

• we examined the Board of Directors’ proposal for the allocation of net profit for

2024 and the distribution of available reserves and have no comments in this

regard;

• we monitored, within the scope of our responsibilities, the adequacy of the

organizational structure of the Company (and the Enel Group as a whole),

obtaining information from the competent department heads and in meetings with

the boards of auditors or equivalent bodies of a number of the main Enel Group

companies in Italy and abroad, for the purpose of the reciprocal exchange of

material information. In this respect, in 2024 the Enel Group has adopted an

organizational model, structured into:

(i) four global business lines, which are charged with developing, building,

operating and maintaining assets, conducting trading activities and developing

and managing the portfolio of new products and services (besides the

commodity) in all the geographical areas in which the Group operates. The four

global business lines are: Enel Green Power and Thermal Generation, Global

Energy and Commodity Management & Chief Pricing Officer, Enel Grids and

Innovability, Enel X Global Retail;

(ii) two Countries (Italy and Iberia) and a Region (Rest of the World), which are

charged with achieving economic-financial results, managing relationships with

customers and institutions, sales of electricity, gas and new products and

services at country level, as well as performing staff and service activities in

support of the business lines in the geographical areas in which the Group

operates;

(iii) a global service function (Global Services), which is charged with the integrated

management of all Group activities connected with the development and

governance of digital solutions, purchasing as well as insourcing processes in

collaboration with the People and Organization Function, managing the real

estate portfolio, maximizing its value, and the related general services;

(iv) seven Holding Company Staff Functions, which are charged with the strategic

direction, coordination and control activities of the entire Group, broken down

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

as follows: CEO Office and Strategy, Administration, Finance and Control,

People and Organization, External Relations, Legal, Corporate, Regulatory and

Antitrust Affairs, Audit and Security. In particular, the CEO Office and Strategy

Function is charged with providing support to the CEO in defining and directing

the Group’s strategic decisions and defining the medium-long term strategic

positioning for the entire Group, developing strategic scenarios that also

consider the effects of climate change.

We found no issues concerning the adequacy of the organizational system described

above in supporting the strategic development of the Company and the Enel Group

or the consistency of that system with control requirements;

• we met with the boards of auditors or equivalent bodies of a number of the Group’s

main companies in Italy and abroad. No material issues emerged from the

exchange of information that would require mention here;

• we monitored the independence of the audit firm, also in its capacity as

sustainability auditor, having received today from KPMG SpA specific written

confirmation that they met that requirement (pursuant to the provisions of Article

6, paragraph 2(a), of Regulation (EU) 537/2014) and paragraph 17 of international

standard on auditing (ISA Italia) 260 and having discussed the substance of that

declaration with the audit partner. In this regard, we also monitored – as provided

for under Article 19, paragraph 1(e), of Decree 39/2010 – the nature and the scale

of non-audit services provided to the Company and other Enel Group companies

by KPMG SpA and the entities belonging to its network. The fees due to KPMG SpA

and the entities belonging to its network are reported in the notes to the separate

financial statements of the Company. Following our examinations and in

accordance with applicable legislation, the Board of Statutory Auditors found no

critical issues concerning the independence of KPMG SpA.

We held periodic meetings with the representatives of the audit firm, pursuant to

Article 150, paragraph 3, of the Consolidated Law on Financial Intermediation, and

no material issues emerged that would require mention in this report.

With specific regard to the provisions of Article 11 of Regulation (EU) 537/2014,

KPMG SpA today provided the Board of Statutory Auditors with the “additional

report” for 2024 on the results of the statutory audit carried out, which indicates

no significant difficulties encountered during the audit or any significant

shortcomings in the internal control system for financial reporting or the Enel

accounting system that would raise issues requiring mention in the opinion on the

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separate and consolidated financial statements. The Board of Statutory Auditors

will transmit that report to the Board of Directors promptly, accompanied by any

comments it may have, in accordance with Article 19, paragraph 1(a), of Decree

39/2010. As at the date of this report, the audit firm also reported that it did not

prepare any management letter for 2024;

• we monitored the financial and non-financial reporting processes, the

appropriateness of the administrative and accounting system and its reliability in

representing operational events, as well as compliance with the principles of sound

administration in the performance of the Company’s business and we have no

comments in that regard. We conducted our checks by obtaining information from

the head of the Administration, Finance and Control department (taking due

account of the head’s role as the officer responsible for the preparation of the

Company’s financial reports), examining Company documentation and analyzing

the findings of the examinations performed by KPMG SpA. The Chief Executive

Officer and the officer responsible for the preparation of the financial reports of

Enel issued a statement (regarding the Company’s 2024 separate financial

statements) certifying (i) the appropriateness with respect to the characteristics

of the Company and the effective adoption of the administrative and accounting

procedures used in the preparation of the financial statements; (ii) the compliance

of the content of the financial reports with international accounting standards

IFRS-EU; (iii) the correspondence of the financial statements with the information

in the books and other accounting records and their ability to provide a true and

fair representation of the performance and financial position of the Company; and

(iv) that the Report on Operations accompanying the financial statements contains

a reliable analysis of operations and performance, as well as the situation of the

issuer, together with a description of the main risks and uncertainties to which it

is exposed. The statement also affirmed that the appropriateness of the

administrative and accounting procedures used in the preparation of the separate

financial statements of the Company had been verified in an assessment of the

internal control system for financial reporting (supported by the findings of the

independent testing performed by a qualified external advisor) and that the

assessment of the internal control system did not identify any material issues. An

analogous statement was prepared for the consolidated financial statements for

2024 of the Enel Group. The Chief Executive Officer and the officer in charge of

Enel’s financial reporting have also certified with a specific declaration that the

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

consolidated Sustainability Statement, included in the Report on Operations of the

2024 consolidated financial statements of the Enel Group, has been prepared in

compliance with the European Sustainability Reporting Standards (“ESRS”) and

the provisions of Article 8, paragraph 4, of Regulation (EU) 2020/852 on the

taxonomy of environmentally sustainable economic activities (hereinafter

“Taxonomy Regulation”);

• we monitored the adequacy and effectiveness of the internal control system,

primarily through systematic participation of the head of the Audit department of

the Company in the meetings of the Board of Statutory Auditors and attending all

the meetings of the Control and Risk Committee – in almost all cases held in a

joint session – as well as through periodic meetings with the body charged with

overseeing the operation of and compliance with the organizational and

management model adopted by the Company pursuant to Legislative Decree

231/2001. In the light of our examination and in the absence of significant issues,

there are no reasons to doubt the adequacy and effectiveness of the internal

control and risk management system. In February 2025, the Board of Directors of

the Company expressed an analogous assessment of the situation and also noted,

in November 2024, that the main risks associated with the strategic targets set

out in the 2025-2027 Business Plan were compatible with the management of the

Company in a manner consistent with those targets;

• in 2024 no petitions were received by the Board of Auditors nor did we receive

any complaints concerning circumstances deemed censurable pursuant to Article

2408 of the Italian Civil Code;

• we monitored the effective implementation of the Corporate Governance Code,

verifying the compliance of Enel’s corporate governance arrangements with the

recommendations of the Code. Detailed information on the Company’s corporate

governance system can be found in the report on corporate governance and

ownership structure for 2024;

• in July 2024 we adopted specific organizational rules for the Board of Statutory

Auditors, governing its operations, in compliance with the provisions of laws and

regulations, the bylaws, as well as the principles established by the Italian

Corporate Governance Code and the Rules of Conduct of the Board of Statutory

Auditors of listed companies, prepared by the National Council of Chartered

Accountants and Accounting Experts;

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• in July 2024 the Board of Statutory Auditors verified that, in evaluating the

independence of non-executive directors, the Board of Directors correctly applied

the assessment criteria specified in the Corporate Governance Code and the

principle of the priority of substance over form that must inform the application of

the Code’s recommendations in general, adopting a transparent procedure, the

details of which are discussed in the report on corporate governance and ownership

structure for 2024. With regard to the so-called “self-assessment” of the

independence of its members, in February 2024 (and most recently in March 2025)

the Board of Statutory Auditors ascertained that all standing statutory auditors met

the relevant requirements set out in the Consolidated Law on Financial

Intermediation and in the Corporate Governance Code;

• at the end of 2024 and during the first two months of 2025, the Board of Statutory

Auditors, with the support of an independent advisory firm, conducted a board

review assessing the size, composition and functioning of the Board of Statutory

Auditors, similar to the review conducted for the Board of Directors. This is a best

practice that the Board of Statutory Auditors intended to adopt since 2018, even in

the absence of a specific recommendation of the Corporate Governance Code. The

approach adopted in performing the board review and its findings for 2024 are

described in detail in the report on corporate governance and ownership structure

for 2024. Based on the results of the board review and taking into account the

provisions of its Diversity policy (approved on January 29, 2018), the Board of

Statutory Auditors – in view of the end of the office term, scheduled for the

Shareholders’ Meeting convened to approve the financial statements for the year at

December 31, 2024 – has prepared specific Guidelines to shareholders on the

profiles and professional skills and experiences that are deemed more appropriate

to ensure the effective working of the new Board;

• during 2024 the Board of Statutory Auditors also participated in an induction

program, characterized by specific studies to update directors and statutory

auditors on climate change, cyber security and innovation. Given the different

timing of the renewal of the Board of Statutory Auditors compared with that of the

Board of Directors, it is recommended that, upon the renewal of the Board of

Statutory Auditors, a specific “onboarding” plan be prepared, aimed at promoting

an in-depth overview of operations and organization of the Enel Group for the

benefit of the new members;

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

• we monitored the application of the provisions of Legislative Decree 125 of

September 6, 2024, concerning corporate sustainability reporting, pursuant to

Article 10 paragraph 1 of the Decree. In performing that activity, we monitored the

adequacy of the organizational, administrative, reporting and control system

established by the Company in order to enable the accurate representation, within

the corporate Sustainability Statement for 2024, of the information necessary to

understand the Enel Group’s impact on sustainability issues, as well as the impact

of sustainability issues on the Group’s performance, results and position, and have

no comments in this regard. The audit firm KPMG SpA, in its capacity as auditor of

the consolidated Sustainability Statement of the Enel Group for 2024, has issued,

pursuant to Article 14-bis of Decree 39/2010, a “limited assurance” certification

regarding: (a) the compliance of the consolidated Sustainability Statement at

December 31, 2024 with the reporting standards applied pursuant to Legislative

Decree 125/2024, and (b) the compliance with the disclosure requirements

pursuant to Article 8 of the Taxonomy Regulation;

• since the listing of its shares, the Company has adopted specific rules (most recently

amended in September 2018) for the internal management and processing of

confidential information, which also set out the procedures for the disclosure of

documentation and information concerning the Company and the Group, with

specific regard to inside information. Those rules (which can be consulted on the

corporate website) contain specific provisions directed at subsidiaries to enable Enel

to comply with statutory public disclosure requirements, pursuant to Article 114,

paragraph 2, of the Consolidated Law on Financial Intermediation;

• in 2002 the Company also adopted (and has subsequently updated, most recently

in April 2025) a Code of Ethics (also available on the corporate website) that

expresses the commitments and ethical responsibilities involved in the conduct of

business, regulating and harmonizing corporate conduct in accordance with

standards of transparency and fairness with respect to all stakeholders;

• with regard to the provisions of Legislative Decree 231 of June 8, 2001 – which

introduced into Italian law a system of administrative liability for companies for

certain types of offences committed by its directors, managers or employees on

behalf of or to the benefit of the company – since July 2002 Enel has adopted a

compliance program consisting of a “general part” and various “special parts”

concerning the different offences specified by Legislative Decree 231/2001 that the

program is intended to prevent. For a description of the manner in which the model

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has been adapted to the characteristics of the various Italian companies of the

Group, as well as a description of the purposes of the “Enel Global Compliance

Program” for the Group’s foreign companies, please see the report on corporate

governance and ownership structure for 2024. The structure that monitors the

operation and compliance with the program and is responsible for updating it is a

collegial body. This body, whose members were most recently appointed in July

2023, is still composed of three external members who jointly have specific

professional expertise on corporate organization matters and corporate criminal

law. The Board of Statutory Auditors received systematic information on the main

activities carried out in 2024 by that body, including in meetings with its members.

Our examination of those activities found no facts or situations that would require

mention in this report;

• in 2024 the Board of Statutory Auditors issued a favorable opinion (at the meeting

of February 7, 2024) on the 2024 Audit Plan, in accordance with the provisions of

Recommendation 33, letter c) of the Corporate Governance Code;

• a report on the fixed and variable compensation accrued by those who served as

Chairman of the Board of Directors, the Chief Executive Officer/General Manager

and other directors in 2024 for their respective positions and any compensation

instruments awarded to them is contained in the second section of the Report on

Remuneration Policy for 2025 and Remuneration Paid in 2024 referred to in Article

123-ter of the Consolidated Law on Financial Intermediation (for the sake of brevity,

“Remuneration Report” hereinafter), approved by the Board of Directors, acting on

a proposal of the Nomination and Compensation Committee on April 3, 2025 which

will be published in compliance with the time limits established by law. The variable

component of these remuneration instruments is linked to predetermined and

measurable performance objectives, significantly linked to a long-term horizon, as

well as consistent with the Group's strategic objectives and inclusive of non-financial

parameters. The proposals to the Board of Directors concerning such forms of

compensation and the determination of the associated parameters were prepared

by the Nomination and Compensation Committee, which is mostly made up of non-

executive independent directors, drawing on the findings of benchmark analyses,

including at the international level, conducted by an independent consulting firm

(the “advisor”). In addition, the second section of the Remuneration Report

contains, in compliance with the applicable CONSOB regulations, specific disclosures

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

on the remuneration received in 2024 by the members of the oversight body and

by key management personnel (in aggregate form for the latter).

The Board of Statutory Auditors also supervised the process of preparing the

remuneration policy for 2025 – described in full in the first section of the

Remuneration Report, without finding any critical issues. In particular, the oversight

activity examined the consistency of the various measures envisaged by that policy

with (i) the provisions of Directive (EU) 2017/828 as transposed into Italian law,

with (ii) the recommendations of the Italian Corporate Governance Code, as well as

with (iii) the results of the benchmark analysis carried out, including at the

international level, by an independent consulting firm that the Nomination and

Compensation Committee elected to engage;

• during the preparation of the remuneration policy for 2025, the Board of Statutory

Auditors – taking account of the recommendations in this regard by the Corporate

Governance Code – asked the independent consulting firm to conduct an additional

benchmark analysis to ascertain the adequacy of the remuneration paid to the

members of the oversight body. This analysis was performed by the advisor with

reference to two benchmarks:

- as a benchmark external to Enel, the remuneration of the boards of statutory

auditors reported in the documentation published on the occasion of 2024

Shareholders’ Meetings by issuers belonging to a peer group composed of

companies belonging to the FTSE MIB index

with a similarly complex business,

size, market competitiveness and ownership structure to Enel;

- as a benchmark internal to Enel, the average remuneration paid to the

members of the Board of Directors (excluding the Chairman and the Chief

Executive Officer) in proportion to the number of meetings of the Board of

Directors and the Board Committees of Enel in which they participate.

As regards the external benchmark, the advisor noted that again in 2024 Enel

continues to lie at the extreme upper bound of the peer group by capitalization,

turnover and number of employees.

The analysis conducted by the advisor shows

that the remuneration of the members of Enel’s Board of Statutory Auditors is below

(

) The peer group consists of the following 18 companies: A2A, Assicurazioni Generali, Banco

BPM, BPER Banca, Eni, Hera, Italgas Leonardo, Mediobanca, Nexi, Pirelli, Poste Italiane,

Prysmian, Saipem, Snam, Telecom Italia, Terna and Unicredit.

(

) More specifically, at December 31, 2023 Enel ranks first by capitalization and turnover and

fourth by number of employees, compared with the peer group.

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the benchmark median for the Chairman and substantially in line with the

benchmark median for the other standing Auditors (-17% and -3%, respectively).

As regards the internal benchmark, the advisor conducted a comparison between

the remuneration per meeting paid to the members of the Board of Statutory

Auditors and the average remuneration per meeting paid to the members of the

Board of Directors of the Company (excluding the Chairman and the Chief Executive

Officer), taking into account all meetings in which they respectively participated.

This comparison appears even more significant than the external benchmark, since

it refers to the members of a body of the same company in whose activities (both

of the Board of Directors and Board committees) the members of the Board of

Auditors are systematically called to participate – in addition to the meetings of the

Board of which they are members.

This analysis found a significant disparity between the remuneration of the members

of the two bodies. In fact, the remuneration per meeting paid to the Chairman of

the Board of Statutory Auditors and to the other standing Auditors is approximately

67% and 71% lower than the average remuneration per meeting paid to non-

executive Directors.

The lower remuneration of the members of the Board of Statutory Auditors

compared to that of non-executive Directors also appears incongruous in light of

the indications provided by CONSOB in Annex 5-bis to the Issuers’ Regulation

(adopted with resolution 11971 of May 14, 1999), Model 1, paragraph 3 (“Plurality

of office calculation model”) – where the role of “Issuer - Member of the internal

control body” is assigned a greater weighting (equal to 1) than that of “Issuer -

Director without delegated management powers and not an executive committee

member” (equal to 0.75).

The Board of Statutory Auditors’ oversight activity in 2024 was carried out in 23

meetings and with participation in the 12 meetings of the Board of Directors and

participation in the annual Shareholders’ Meeting, and, through the chairman or one

or more of its members, in the 15 meetings of the Control and Risk Committee (14

of which were held jointly with the Board of Statutory Auditors), the 11 meetings of

Analysis carried out by the advisor taking into account the meetings of Enel’s Board of

Directors, Board Committees and Board of Statutory Auditors held in 2023, that is the last

year for which complete remuneration data was available at the time the analysis was carried

out.

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

the Nomination and Compensation Committee, the 6 meetings of the Related Parties

Committee and the 7 meetings of the Corporate Governance and Sustainability

Committee. The delegated magistrate of the State Audit Court participated in the

meetings of the Board of Statutory Auditors and those of the Board of Directors.

During the course of this activity and on the basis of information obtained from

KPMG SpA, no omissions, censurable facts, irregularities or other significant

developments were found that would require reporting to the regulatory authorities

or mention in this report.

Based on the oversight activity performed and the information exchanged with the

independent auditors KPMG SpA, we recommend that you approve the Company’s

financial statements for the year ended December 31, 2024 in conformity with the

proposals of the Board of Directors.

Rome, April 15, 2025

The Board of Auditors

____________________

Barbara Tadolini - Chairman

____________________

Luigi Borré – Auditor

____________________

Maura Campra – Auditor

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Report of the Audit Firm

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Report of the Audit Firm

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1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

KPMG S.p.A.

Revisione e organizzazione contabile

Via Curtatone, 3

00185 ROMA RM

Telefono +39 06 80961.1

Email it-fmauditaly@kpmg.it

PEC kpmgspa@pec.kpmg.it

Ancona Bari Bergamo

Bologna Bolzano Brescia

Catania Como Firenze Genova

Lecce Milano Napoli Novara

Padova Palermo Parma Perugia

Pescara Roma Torino Treviso

Trieste Varese Verona

Società per azioni

Capitale sociale

Euro 10.415.500,00 i.v.

Registro Imprese Milano Monza Brianza Lodi

e Codice Fiscale N. 00709600159

R.E.A. Milano N. 512867

Partita IVA 00709600159

VAT number IT00709600159

Sede legale: Via Vittor Pisani, 25

20124 Milano MI ITALIA

KPMG S.p.A.

è una società per azioni

di diritto italiano

e fa parte del network KPMG

di entità indipendenti affiliate a

KPMG International Limited,

società di diritto inglese.

(This independent auditors’ report has been translated into English solely for the convenience of

international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors’ report pursuant to article 14 of Legislative

decree no. 39 of 27 January 2010 and article 10 of Regulation (EU)

no. 537 of 16 April 2014

To the shareholders of

Enel S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of Enel S.p.A. (the “company”), which comprise the

statement of financial position as at 31 December 2024, the income statement and the statements of

comprehensive income, changes in equity and cash flows for the year then ended and notes thereto,

which include material information on the accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of Enel

S.p.A. as at 31 December 2024 and of its financial performance and cash flows for the year then ended

in accordance with the IFRS Accounting Standards issued by the International Accounting Standards

Board and endorsed by the European Union, as well as the Italian regulations implementing article 9 of

Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISA Italia). Our

responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit

of the separate financial statements” section of our report. We are independent of the company in

accordance with the ethics and independence rules and standards applicable in Italy to audits of financial

statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion.

Key audit matters

There are no key audit matters to report.

Responsibilities of the company’s directors and board of statutory auditors (“Collegio

Sindacale”) for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair

view in accordance with the IFRS Accounting Standards issued by the International Accounting

Report of the Audit Firm

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel S.p.A.

Independent auditors’ report

31 December 2024

Standards Board and endorsed by the European Union, as well as the Italian regulations implementing

article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such

internal control as they determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company’s ability to continue as a going concern and for

the appropriate use of the going concern basis in the preparation of the separate financial statements

and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless

the directors believe that the conditions for liquidating the company or ceasing operations exist, or have

no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the

company’s financial reporting process.

Auditors’ responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISA Italia will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain

professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the separate financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

control;

• obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the company’s internal control;

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors;

• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the company’s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditors’

report to the related disclosures in the separate financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our auditors’ report. However, future events or conditions may cause the company to

cease to continue as a going concern;

• evaluate the overall presentation, structure and content of the separate financial statements,

including the disclosures, and whether the separate financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

Report of the Audit Firm

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Enel S.p.A.

Independent auditors’ report

31 December 2024

We communicate with those charged with governance, identified at the appropriate level required by ISA

Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics

and independence rules and standards applicable in Italy and communicate with them all relationships

and other matters that may reasonably be thought to bear on our independence, and where applicable,

the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that

were of most significance in the audit of the separate financial statements of the current year and are,

therefore, the key audit matters. We describe these matters in our auditors’ report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 16 May 2019, the company’s shareholders appointed us to perform the statutory audit of its separate

and consolidated financial statements as at and for the years ending from 31 December 2020 to 31

December 2028.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of

Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the

statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the

additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance

with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation

(EU) 2019/815

The company’s directors are responsible for the application of the provisions of Commission Delegated

Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single

electronic reporting format (ESEF) to the separate financial statements at 31 December 2024 to be

included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express

an opinion on the compliance of the separate financial statements with Commission Delegated

Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2024 have been prepared in XHTML

format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion and statement pursuant to article 14.2.e)/e-bis)/e-ter) of Legislative decree

no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company’s directors are responsible for the preparation of the reports on operations and on

corporate governance and ownership structure at 31 December 2024 and for the consistency of such

reports with the related separate financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to:

• express an opinion on the consistency of the report on operations and certain specific information

presented in the report on corporate governance and ownership structure required by article 123-

bis.4 of Legislative decree no. 58/98 with the separate financial statements;

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Enel S.p.A.

Independent auditors’ report

31 December 2024

• express an opinion on the consistency of the report on operations and certain specific information

presented in the report on corporate governance and ownership structure required by article 123-

bis.4 of Legislative decree no. 58/98 with the applicable law;

• issue a statement of any material misstatements in the report on operations and certain specific

information presented in the report on corporate governance and ownership structure required by

article 123-bis.4 of Legislative decree no. 58/98.

In our opinion, the report on operations and the specific information presented in the report on corporate

governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98 are

consistent with the company’s separate financial statements at 31 December 2024.

Moreover, in our opinion, the report on operations and the specific information presented in the report on

corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no.

58/98 have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e-ter) of Legislative decree no. 39/10,

based on our knowledge and understanding of the entity and its environment obtained through our audit,

we have nothing to report.

Rome, 15 April 2025

KPMG S.p.A.

(signed on the original)

Davide Utili

Director of Audit

Notice of ordinary Shareholders’ Meeting

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Notice of ordinary

Shareholders’ Meeting

An ordinary and extraordinary Shareholders’ Meeting is convened, on single call, on May 22, 2025, at 2:00 pm, in

Rome, at Via Dalmazia, no. 15, in order to discuss and resolve on the following

AGENDA

Ordinary part

1. Financial statements as of December 31, 2024. Reports of the Board of Directors, of the Board of Statutory Au-

ditors and of the External Audit Firm. Related resolutions. Presentation of the consolidated financial statements

for the year ended on December 31, 2024 including the consolidated Sustainability Statement related to the

financial year 2024.

2. Allocation of the annual net income and distribution of available reserves.

3. Authorization for the acquisition and the disposal of treasury shares, subject to the revocation of the authoriza-

tion granted by the ordinary Shareholders’ Meeting held on May 23, 2024. Related and consequent resolutions.

4. Election of the Board of Statutory Auditors.

5. Determination of the remuneration of the regular members of the Board of Statutory Auditors.

6. Long-Term Incentive Plan 2025 reserved to the management of Enel SpA and/or of its subsidiaries pursuant to

Article 2359 of the Italian Civil Code.

7. Report on the remuneration policy and compensations paid:

7. 1 First section: report on the remuneration policy for 2025 (binding resolution);

7. 2 Second section: report on the compensations paid in 2024 (non-binding resolution).

Extraordinary part

1. Amendments to Article 5.1 (deletion of the nominal value of the shares), Article 16.2 (modalities of holding meet-

ings of the Board of Directors by means of telecommunications) and Article 25.4 (modalities of holding meetings

of the Board of Statutory Auditors by means of telecommunications) of the Corporate Bylaws.

2. Cancellation of treasury shares without reduction of share capital and consequent amendment of Article 5 of

the Corporate Bylaws. Related and consequent resolutions.

The Chairman of the Board of Directors

Paolo Scaroni

Allocation of the annual net income and distribution of available reserves

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REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

Allocation of the annual

net income and distribution

of available reserves

Dear shareholders,

the 2025-2027 Strategic Plan (presented to the fi-

nancial community in November 2024) provides,

with specific regard to the 2024 results, for the pay-

ment to shareholders of a dividend equal to over-

all €0.46 per share, to be paid in two instalments,

through the payment of an interim dividend sched-

uled for January and the payment of the balance of

the dividend scheduled for July.

On November 6, 2024 the Board of Directors has

approved, pursuant to Article 2433-bis of the Italian

Civil Code and Article 26.3 of the Corporate Bylaws,

the distribution of an interim dividend for the finan-

cial year 2024 amounting to €0.215 per share, that

has been paid, gross of any withholding tax, from

January 22, 2025. The 12,079,670 treasury shares

held by the Company as of January 21, 2025 (i.e. at

the record date) did not participate in the distribu-

tion of such interim dividend. Therefore, the interim

dividend for the financial year 2024 actually paid to

shareholders amounted to €2,183,239,059.34, while

an amount of €2,597,129.05 was earmarked for the

reserve named “retained earnings” in consideration

of the number of treasury shares held by Enel SpA at

the record date indicated above.

Taking into account the Enel Group’s results, the

Board of Directors proposes the payment of a to-

tal dividend for the entire financial year 2024 of

€0.47 per share, involving – in consideration of the

amount of the interim dividend already paid – the

distribution of a balance of the dividend amounting

to €0.255 per share (for an overall maximum amount

approximately equal to €2,593 million, as specified

below), to be paid in July 2025.

Also taking into consideration that Enel SpA net in-

come for the financial year 2024 amounts approxi-

mately to €2,598 million, a portion of the available

reserve named “retained earnings” (amounting, in

the aggregate as of December 31, 2024, approxi-

mately to €6,995 million) is expected to be ear-

marked, also as balance of the dividend, for distri-

bution to shareholders.

It should also be noted that, starting from 2020 fi-

nancial year, the Board of Directors authorized the

issue by the Company of non-convertible subor-

dinated hybrid bonds with a so-called “perpetual”

duration. Under IAS/IFRS international accounting

standards, such bonds are accounted for as equity

instruments and the related interests shall be ac-

counted for as an adjustment to shareholders’ equi-

ty at the same time the payment obligation arises. In

this respect, in 2024 financial year Enel SpA has paid

to the holders of these bonds an overall amount of

€246,412,117.24.

In light of the above, and considering that the legal

reserve is already equal to the maximum amount of

one-fifth of the share capital (as provided for by Ar-

ticle 2430, paragraph 1, of the Italian Civil Code), we

therefore submit for your approval the following

Allocation of the annual net income and distribution of available reserves

187

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

1. Report on Operations 2. Corporate governance 3. Separate financial statements 4. Reports

Agenda

The Shareholders’ Meeting of Enel SpA, having examined the explanatory report of the Board of Directors,

resolves

1. to earmark the net income of Enel SpA for the year

2024, amounting to €2,597,975,581.25, as follows:

(i) for distribution to shareholders:

• €0.215 for each of the 10,154,600,276 ordinary

shares in circulation on the ex-dividend date

(considering the 12,079,670 treasury shares

held by the Company at the “record date” indi-

cated under this specific bullet point), to cov-

er the interim dividend payable from January

22, 2025, with the ex-dividend date of coupon

no. 41 having fallen on January 20, 2025 and

the “record date” (i.e. the date of the title to

the payment of the dividend, pursuant to Ar-

ticle 83-terdecies of the Legislative Decree

58 of February 24, 1998 and to Article 2.6.6,

paragraph 2, of the Market Rules organized

and managed by Borsa Italiana SpA) falling

on January 21, 2025, for an overall amount of

€2,183,239,059.34;

• €0.016 for each of the 10,166,679,946 ordinary

shares in circulation on the ex-dividend date

of July 21, 2025 (net of the treasury shares that

will be held by Enel SpA at the “record date”

indicated under point 3 of this resolution), as

the balance of the dividend, for an overall max-

imum amount of €162,666,879.14;

(ii) for the reserve named “retained earnings”, an

overall amount of €246,412,117.24, to cover

the amounts paid in 2024, at the maturity of

the respective coupons, to the holders of the

non-convertible subordinated hybrid bonds with

a so-called “perpetual” duration issued by Enel

SpA;

(iii) for the reserve named “retained earnings” the

remaining part of the net income, for an overall

minimum amount of €5,657,525.53, which might

increase consistently with the balance of the

dividend not paid due to the number of treasury

shares that will be held by Enel SpA at the “re-

cord date” indicated under point 3 of this reso-

lution;

2. to also earmark for distribution to the sharehold-

ers, again as the balance of the dividend, a portion

of the available reserve named “retained earnings”

set aside in the financial statements of Enel SpA

(amounting overall as of December 31, 2024, to

€6,995,391,683.56), in the amount of €0.239 for

each of the 10,166,679,946 ordinary shares in cir-

culation on the “ex-dividend” date of July 21, 2025

(net of the treasury shares that will be held by Enel

SpA at the “record date” indicated under point 3

of this resolution), for a maximum total amount of

€2,429,836,507.09;

3. to pay, before withholding tax, if any, the overall

balance of the dividend of €0.255 per ordinary

share (of which €0.016 as a distribution of a por-

tion of the remaining net income for the financial

year 2024 and €0.239 as a partial distribution of

the available reserve named “retained earnings”) –

net of the treasury shares that will be held by Enel

SpA at the “record date” indicated here below – as

from July 23, 2025, with the ex-dividend date of

coupon no. 42 falling on July 21, 2025 and the “re-

cord date” (i.e. the date of the title to the payment

of the dividend, pursuant to Article 83-terdecies

of the Legislative Decree 58 of February 24, 1998

and to Article 2.6.6, paragraph 2, of the Market

Rules organized and managed by Borsa Italiana

SpA) falling on July 22, 2025.

Concept design and realization

Mercurio GP

Copy editing

postScriptum di Paola Urbani

Publication not for sale

Edited by

Enel Communications

This document is an integral part of the annual financial

report referred to in Article 154-ter, paragraph 1,

of the Consolidated Law on Financial Intermediation

(Legislative Decree 58 of February 24, 1998).

Disclaimer

This Report issued in Italian has been translated into

English solely for the convenience of international reader

Enel

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Registered Office 00198 Rome - Italy

Viale Regina Margherita, 137

Stock Capital Euro 10,166,679,946 fully paid-in

Companies Register of Rome and Tax I.D. 00811720580

R.E.A. of Rome 756032 VAT Code 15844561009

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